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Item 1. Business

2026-06-02 compared with 2025-04-15 · 1463 added, 741 removed, 91 unchanged (96% of the section changed)

Borealis Foods is a pioneering, integrated food science and manufacturing company that is redefining affordable nutrition.

Known for popular ramen noodle brands like the high protein Chef Woo, Chef Ramsay, Ramen Express, and Woodles, Borealis Foods brings innovative fusion flavors from diverse culinary traditions, creating delicious and nutritious meal options for consumers.

With U.S.-based production facilities, the company’s portfolio reflects a commitment to quality, innovation, and sustainability.

An essential aspect of Borealis Foods' success is its strategic partnerships with prominent national and international food producers, retailers, and distributors.

Serving as an innovation partner to global food leaders, Borealis Foods leverages these collaborations to expand its offerings, enhance technological capabilities, and deliver food products that embody its values of healthy nutrition and innovation.

While the World Health Organization has not updated its numbers for 2024, according to the organization, in 2023, approximately 2.33 billion people globally faced moderate or severe food insecurity, a number that has not changed significantly since the sharp upturn in 2020, amid the COVID-19 pandemic.

Among those, over 864 million people experienced severe food insecurity, going without food for an entire day or more at times.

Food production accounts for approximately 30% of the world’s energy consumption and 22% of global greenhouse gas emissions.

Feeding the world’s population a healthy diet within the earth’s boundaries requires an urgent transition to a sustainable model.

While the scale of the challenge is undeniably significant, we believe our innovative technology not only offers a pathway to a more sustainable future, but also a potential tool in the fight against global malnutrition.

Borealis Foods has developed the first complete protein dough containing all nine essential amino acids.

It entered the market with ready-to-eat meals, featuring 20 grams of complete plant-based protein per serving, distributed through both retail and institutional/foodservice channels.

Borealis Foods’ innovative model and products have allowed it to appeal to a broad range of consumers, positioning it to compete directly in the global ramen market, which was estimated as a $57.7 billion global market in 2023 according to the Instant Noodles Global Market Report 2024.

The Company’s innovative technology was used in the development of its first vertical, ramen noodles.

Lovingly made in the U.S., Chef Woo, Chef Ramsay, Ramen Express and Woodles-branded ramen noodles are produced and packaged by the Company’s wholly-owned technologically advanced manufacturing company, Palmetto Gourmet Foods, or “ PGF ”.

Located in Saluda, South Carolina, the factory is one of the largest and most advanced ramen noodle producers in North America.

With a widespread presence, Borealis Foods’ products are currently available in over approximately 28,000 points of distribution primarily in the U.S., Canada, Mexico, and Latin America.

The products can be found across several channels of mass merchandisers (Walmart), club stores (Costco and Sam’s Club), limited assortments retailers (Aldi and Publix), traditional supermarkets (Albertson, Winn-Dixie, and Save Mart), regional retailer channels, and e-commerce distributors (Amazon, Walmart.com and Instacart).

Research, development, and innovation are core elements of our business strategy, which we see as a critical competitive advantage.

Through continuous R&D and partnerships with other advanced food-tech companies as well as prominent national and international food producers, retailers and distributors, our team focuses on making continuous improvements to our existing technology and product formulations, in addition to developing new products across our platform.

Borealis Foods is a pioneering, integrated

food science and manufacturing company that is redefining affordable nutrition.

Known for popular ramen noodle brands like the high protein

Chef Woo, Chef Ramsay, Ramen Express, and Woodles, Borealis Foods brings innovative fusion flavors from diverse culinary traditions, creating

delicious and nutritious meal options for consumers.

With U.S.-based production facilities, the company’s portfolio reflects a commitment

to quality, innovation, and sustainability.

An essential aspect of Borealis Foods’

success is its strategic partnerships with prominent national and international food producers, retailers, and distributors.

an innovation partner to global food leaders, Borealis Foods leverages these collaborations to expand its offerings, enhance technological

capabilities, and deliver food products that embody its values of healthy nutrition and innovation.

Borealis Foods has developed the first

complete protein dough containing all nine essential amino acids.

It entered the market with ready-to-eat meals, featuring 20 grams of

complete plant-based protein per serving, distributed through both retail and institutional/foodservice channels.

Borealis Foods’

innovative model and products have allowed it to appeal to a broad range of consumers, positioning it to compete directly in the global

ramen market, which was estimated to be in excess of $60 billion global market in 2025-2026 according to industry reports, including the

Instant Noodles Global Market Report 2026 published by The Business Research Company.

The Company’s innovative technology

was used in the development of its first vertical, ramen noodles.

Lovingly made in the U.S., Chef Woo, Chef Ramsay, Ramen Express and

Woodles-branded ramen noodles are produced and packaged by the Company’s wholly-owned technologically advanced manufacturing company,

Palmetto Gourmet Foods, or “ PGF ”.

Located in Saluda, South Carolina, the factory is one of the largest and most advanced

ramen noodle producers in North America.

With a widespread presence, Borealis Foods’ products are currently available in approximately

30,000 points of distribution primarily in the U.S., Canada, Mexico, and Latin America.

The products can be found across several channels

of mass merchandisers (Walmart), club stores (Costco and Sam’s Club), limited assortments retailers (Aldi and Publix), traditional

supermarkets (Albertsons, Winn-Dixie, and Save Mart), regional retailer channels, and e-commerce distributors (Amazon, Walmart.com and

Research, development, and innovation

are core elements of our business strategy, which we see as a critical competitive advantage.

Through continuous R&D and partnerships

with other advanced food-tech companies as well as prominent national and international food producers, retailers and distributors, our

team focuses on making continuous improvements to our existing technology and product formulations, in addition to developing new products

across our platform.

The Borealis Foods Strategic Difference

Unique Approach to the Product

We developed and launched the first plant-based instant ramen meals providing 20 grams of complete protein per serving.

We believe our unique approach to making ready-made ramen makes us a disruptor in one of the most widely consumed food categories.

Our Chef Woo ramen serves as a complete source of protein because it includes all nine essential amino acids and provides over one-third of a person’s daily recommended protein in one serving.

We developed and launched the first

plant-based instant ramen meals providing 20 grams of complete protein per serving.

We believe our unique approach to making ready-made

ramen makes us a disruptor in one of the most widely consumed food categories.

Our Chef Woo ramen serves as a complete

source of protein because it includes all nine essential amino acids and provides over one-third of a person’s daily recommended

protein in one serving.

Complete proteins are essential to a healthy diet.

They contribute to muscle growth, repair, and maintenance and also play a role in bolstering the immune system, aiding in the production of antibodies and enzymes that defend against infections and promote faster healing.

Complete proteins also are involved in hormone production, helping to regulate various bodily functions, including metabolism and mood.

Our commitment to providing higher protein content in our ramen sets our products apart from other instant noodle cups on the market.

Additionally, we use a protein source that is free of anti-digestive factors that hinder protein digestibility, further enhancing the bioavailability of the protein.

Plant-based protein is a highly convenient and cost-effective source of protein which is hard to match from a cost perspective when compared to other sources of protein.

Legacy vegetarian brands have typically aimed to compensate for poor taste appeal by positioning their products as a noble sacrifice — something consumers should do for the benefit of their health, the environment, and/or animal welfare.

Our compelling product innovations have enabled a paradigm shift in both marketing and target audience — tapping into the enthusiastic pull from mainstream consumers for delicious and satisfying, yet better-for-you plant-based meals.

Our patent-pending technology can be deployed in other applications to make additional high-protein ready-made meals and snacks.

They contribute to muscle growth, repair, and maintenance and

also play a role in bolstering the immune system, aiding in the production of antibodies and enzymes that defend against infections and

promote faster healing.

Complete proteins also are involved in hormone production, helping to regulate various bodily functions, including

metabolism and mood.

Our commitment to providing higher protein content in our ramen sets our products apart from other instant noodle

cups on the market.

Additionally, we use a protein source that is free of anti-digestive factors that hinder protein digestibility, further

enhancing the bioavailability of the protein.

Plant-based protein is a highly convenient and cost-effective source of protein which is

hard to match from a cost perspective when compared to other sources of protein.

Legacy vegetarian brands have typically aimed to compensate

for poor taste appeal by positioning their products as a noble sacrifice — something consumers should do for the benefit of their

health, the environment, and/or animal welfare.

Our compelling product innovations have enabled a paradigm shift in both marketing and

target audience — tapping into the enthusiastic pull from mainstream consumers for delicious and satisfying, yet better-for-you

plant-based meals.

Our patent-pending technology can be deployed in other applications to make additional high-protein ready-made meals

Unique Approach to the Market

The ramen market has seen limited product innovation and differentiation resulting from product positioning which generates low retail profit margins.

We are changing that paradigm with our innovative food technology, providing consumers with a healthy, affordable, shelf-stable, convenient meal.

We are re-inventing instant ramen noodles while maintaining flavor consistency, palatability, and affordability.

Our know-how allows us to customize products for different subsets based on the desired dietary-specific requirements (i.e., high-fiber, gluten-free, high-protein, low sodium, keto-friendly, and micronutrients).

The ramen market has seen limited product

innovation and differentiation resulting from product positioning which generates low retail profit margins.

We are changing that paradigm

with our innovative food technology, providing consumers with a healthy, affordable, shelf-stable, convenient meal.

We are re-inventing

instant ramen noodles while maintaining flavor consistency, palatability, and affordability.

Our know-how allows us to customize products

for different subsets based on the desired dietary-specific requirements (i.e., high-fiber, gluten-free, high-protein, low sodium, keto-friendly,

and micronutrients).

We are focused on a multi-prong approach that consists of expanding our distribution through the following channels:

● Traditional Retail :

Remain focused on existing customers while expanding into new markets in the U.S., Canada, Mexico, and Latin America.

Remain focused on existing customers

while expanding into new markets in the U.S., Canada, Mexico, and Latin America.

● Food Services :

Expand our products into the food services space as a healthy ready-made food option for convenient grab-and-go meals.

Expand our products into the food services

space as a healthy ready-made food option for convenient grab-and-go meals.

● Strategic Partnerships :

Continue developing strategic partnerships with prominent national and international food producers, retailers, and distributors.

Serving as an innovation partner to global food leaders, the company leverages these collaborations to expand its offerings, enhance technological capabilities, and deliver food products that embody its values of healthy nutrition and innovation.

We were founded in 2019 with a vision of building sustainable, affordable, and nutritious food products.

This vision was developed in response to growing global challenges in the areas of health, climate change, natural resource use, and helping find an affordable option to fight world hunger.

Our Co-Founder and CEO, Reza Soltanzadeh, a medical doctor by training, entered the business world after devoting his time to helping malnourished men, women, and children in remote villages of India to the science of affordable and nutritious food.

Soltanzadeh has over 28 years of experience in the field of food sciences and food mass production.

Soltanzadeh was the CEO of IIIC Investment Group for 13 years, an emerging market multi-billion dollar food-focused buyout firm, leading category consolidations to bring scale and efficiency resulting in low-cost production in highly fragmented food categories.

Soltanzadeh was intrigued by the ramen craze taking place around the globe, observing the universal appeal of the noodle dish he saw an opportunity to marry his passion for the environment and the fight against world hunger by creating an affordable plant-based, high-protein ramen.

Our other Co-Founder and Non-Executive Chairman, Barthelemy Helg, an attorney by training, has focused his career on the food and biotech industries.

Helg was Vice-President at Nestle S.A.

Continue developing strategic

partnerships with prominent national and international food producers, retailers, and distributors.

Serving as an innovation partner

to global food leaders, the company leverages these collaborations to expand its offerings, enhance technological capabilities, and deliver

food products that embody its values of healthy nutrition and innovation.

We were founded in 2019 with a vision

of building sustainable, affordable, and nutritious food products.

This vision was developed in response to growing global challenges

in the areas of health, climate change, natural resource use, and helping find an affordable option to fight world hunger.

Our Co-Founder and CEO, Reza Soltanzadeh,

a medical doctor by training, entered the business world after devoting his time to helping malnourished men, women, and children in remote

villages of India to the science of affordable and nutritious food.

Soltanzadeh has over 28 years of experience in the field of food

sciences and food mass production.

Soltanzadeh was the CEO of IIIC Investment Group for 13 years, an emerging market multi-billion

dollar food-focused buyout firm, leading category consolidations to bring scale and efficiency resulting in low-cost production in highly

fragmented food categories.

Soltanzadeh was intrigued by the ramen craze taking place around the globe, observing the universal appeal

of the noodle dish he saw an opportunity to marry his passion for the environment and the fight against world hunger by creating an affordable

plant-based, high-protein ramen.

Our other Co-Founder and Non-Executive

Chairman, Barthelemy Helg, an attorney by training, has focused his career on the food and biotech industries.

Helg was Vice-President

at Nestle S.A.

overseeing Mergers and Acquisitions — contributing notably to the advancement of Nestle’s pet food division.

Helg founded several companies in the food industry, and through his network and relationships, he has been instrumental in developing partnerships with food-tech companies and investors for us.

Fascinated with the food-tech revolution, our Co-Founders focused on opportunities for a more sustainable and affordable way to provide high-protein meals to consumers.

Rather than trying to invent a new product category, they focused on improving and transforming an existing, highly popular product, ultimately identifying a high-protein and plant-based ramen as the ideal opportunity and solution.

Our ramen takes the delicious food loved by many and upgrades it with added nutrients, enriching the comforting bowl of instant ramen.

This reimagined ramen captures the same satisfying ramen feeling with a makeover of better ingredients and crafted flavors for a more nutritious and equally delicious product.

Chef Woo Ramen was named after Song Sao Wu, the legendary female chef from ancient China, whose soup became so famous that it lifted her community out of hard times.

Like its namesake, Chef Woo Ramen is attempting to lift the global community by contributing to a more sustainable planet while combating world hunger.

We have built a core team with experts across the food industry.

Through our acquisition of PGF, we acquired a manufacturing and distribution facility capable of producing 600 million meals per year.

Helg founded several companies in the food industry, and through his network and relationships, he has been instrumental in developing

partnerships with food-tech companies and investors for us.

Fascinated with the food-tech revolution,

our Co-Founders focused on opportunities for a more sustainable and affordable way to provide high-protein meals to consumers.

than trying to invent a new product category, they focused on improving and transforming an existing, highly popular product, ultimately

identifying a high-protein and plant-based ramen as the ideal opportunity and solution.

Our ramen takes the delicious food loved by many

and upgrades it with added nutrients, enriching the comforting bowl of instant ramen.

This reimagined ramen captures the same satisfying

ramen feeling with a makeover of better ingredients and crafted flavors for a more nutritious and equally delicious product.

Ramen was named after Song Sao Wu, the legendary female chef from ancient China, whose soup became so famous that it lifted her community

out of hard times.

Like its namesake, Chef Woo Ramen is attempting to lift the global community by contributing to a more sustainable

planet while combating world hunger.

We have built a core team with experts

across the food industry.

Through our acquisition of PGF, we acquired a manufacturing and distribution facility capable of producing 600

million meals per year.

We aim to develop food that will create lasting benefits for society and the environment.

Market Opportunity

We operate in the large global food industry.

Instant noodle products are our first (currently only) vertical.

Instant ramen noodles are one of the most widely consumed packaged foods enjoyed by over five billion people in an estimated $57.7 billion global market in 2023.

The ramen noodle market is estimated to grow at a compound annual growth rate (“ CAGR ”) of 6.12% during 2024-2032 to reach approximately $98.3 billion by 2032.

Our core target market is North America, which ranks sixth in the world for consumption of instant noodles.

In 2023, according to the World Instant Noodles Association, the global demand for instant noodles was over 120 billion servings.

Various industry studies indicate that consumers want healthier and more convenient food options.

We believe our innovative food offerings converge with consumer trends and demands for great-tasting, wholesome, plant-based foods made from sustainably sourced ingredients, including preferences for vegetarian, vegan, and organic lifestyles.

The United States is experiencing a trend where consumers are willing to pay a premium for U.S.

we believe there is a growing concern over quality, ingredient origins, contaminants, and questionable labor policies.

A Reuters poll in 2017 found 70% of Americans think it is “very important” or “somewhat important” to buy U.S.-made products.

In addition, 68% of global consumers are more likely to purchase food products that are locally grown and produced.

Further research shows that North American plant-based protein consumers will drive the premium product category — growing at a faster pace over the next five years.

We believe we can capture an increased share of the broader U.S.

instant meals and plant-based protein category, supported by a number of key drivers, including the amount of protein included in its products, continued mainstream acceptance of its products with the instant meal consumer, heightened consumer awareness of the role that food and nutrition play in long-term health and wellness, and growing concerns related to the negative environmental effects of meat-based proteins.

We believe there is significant demand for our products across the globe in retail and e-commerce channels, as well as the potential to source NGOs and government programs with nutritious, sustainable, and affordable high-protein food.

In markets excluding Canada and the U.S., the number of instant noodles consumed has continued to grow worldwide.

Our initial international target markets include expansion into Mexico with further future expansion in Latin America and the Middle East, where we have received strong inbound interest for our instant noodle products.

Millennials and Gen Zs make up the largest consumer group, together consisting of approximately 53% of the world population as of the end of 2023 according to market research.

In 2024, millennials had a global spending power of $2.5 trillion, while Gen Z, as an influential market segment, has emerged as a powerful consumer force, wielding significant spending power exceeding $450 billion.

These generations possess a strong understanding of health and environmental issues, and they demonstrate their focus on these issues through their on-shelf purchase decisions.

In addition, market studies have found that consumers are four to six times more likely to purchase and champion purpose-driven companies.

The lasting impacts of the pandemic, geopolitical issues, and high inflation have had a negative impact on the economy.

As a result, the cost of animal-based protein has increased making our planet-based high-protein meals an accessible and healthy alternative for consumers.

We operate in the large global food

industry, with a current focus on instant noodle products.

Instant noodles are among the most widely consumed packaged foods globally,

with consumption exceeding 120 billion servings annually, according to the World Instant Noodles Association.

The global instant noodles

market was estimated to be approximately $66.8 billion in 2026, and is expected to continue growing at a mid-single-digit compound annual

growth rate through the early 2030s, according to the Instant Noodles Global Market Report 2026 published by The Business Research Company.

Our core target market is North America, which represents a significant and growing region for instant noodle consumption and is among

the top global markets by volume.

Various industry studies indicate that

consumers are increasingly seeking convenient, affordable, and nutritionally balanced food options.

We believe our product offerings align

with these trends, including growing consumer interest in plant-based, high-protein, and minimally processed foods.

Consumer preferences

have also shifted toward products that offer transparency with respect to ingredient sourcing, quality, and manufacturing practices.

In addition, there has been increased

focus among consumers on health and wellness, including the role of diet in long-term health outcomes, as well as interest in plant-based

and alternative protein sources.

While demand for such products may fluctuate based on economic conditions and pricing, we believe these

trends may support continued interest in our product categories.

We believe we are positioned to participate

in the broader instant meals and plant-based protein categories, supported by factors such as consumer demand for convenient meal solutions,

increased awareness of protein intake, and evolving dietary preferences.

However, there can be no assurance that these trends will continue

or that consumer preferences will not shift.

Demographic trends, including the purchasing

influence of younger consumers, may influence demand for our products.

However, consumer behavior and preferences are subject to change

and may be influenced by macroeconomic conditions, including inflation and changes in disposable income.

Macroeconomic conditions, including inflation, supply chain disruptions, and geopolitical developments, have affected food prices globally,

including the cost of animal-based proteins.

While these dynamics may influence consumer purchasing behavior, including interest in alternative

protein options, such trends are uncertain and may not be sustained.

Environmental Impact

Consumer interest in plant-based foods, particularly among millennial and younger generations, has been driven in part by growing awareness of the health and environmental impact that animal-based proteins have on the environment.

We believe that, now that consumers have access to unprecedented levels of information provided via the Internet and social media channels, global awareness of these issues will continue to grow and have a positive impact on consumer demand for our products.

The global livestock industry is estimated to be responsible for a significant portion of global greenhouse gas emissions, such as methane and nitrous oxide.

Estimates range from 18% to 51%.

The landmark Intergovernmental Panel on Climate Change (“I PCC ”) Report highlighted that climate change is expected to cause “severe, widespread, and irreversible impacts” on the natural environment unless carbon emissions are cut sharply and rapidly.

The report highlighted behavioral changes, which include dietary changes such as eating less meat, can play a significant role in cutting emissions.

Rising global meat consumption and livestock production have been shown to have major negative impacts on the environment due to the burden placed on land and water resources.

According to the Food

and Agriculture Organization (“ FAO ”), livestock occupies 30% of the planet’s land surface and accounts for 78% of all agricultural land use.

The World Resources Institute (“ WRI ”) Water Report also indicates that 29% of the water in agriculture is directly or indirectly used for animal production.

Meat consumption is also burdensome on the environment in terms of production inputs.

According to the WRI Water Report, beef is highly inefficient to produce because only 1% of the feed consumed by cattle is converted to calories that people consumed from eating beef while pork converts approximately 10% and poultry converts approximately 11% of feed to human-edible calories.

In 2021, we engaged the University of Michigan to conduct a peer-reviewed, third party-led Life Cycle Assessment comparing the environmental impact of animal-based protein sources against our plant-based protein sources as well as our competitors in the plant-based space (the “ Assessment ”).

In particular, this study focused on greenhouse gas emissions, fossil energy use, land use, and water use against suppliers of meals with an equivalent amount of protein derived from meat.

Part of the Assessment was to provide an estimate of the environmental performance of replacing meat consumption with the consumption of plant-based instant ramen noodles.

The Assessment shows that when comparing an equivalent provision of protein, the greenhouse gas emissions are significantly less than beef or pork and somewhat less than the meat replacement product Beyond Burger.

The fossil energy use is significantly less than beef and somewhat less than pork and a Beyond Burger.

The land use is significantly less than beef.

Water use is significantly less than beef and pork and somewhat less than chicken.

The conclusion from the report is that Chef Woo ramen’s 20 grams of plant-based protein led to significantly fewer impacts across all categories when measured against beef, significantly less greenhouse gas emissions and water use when measured against pork, and somewhat less greenhouse gas emissions and water use when comparing against chicken and Beyond Burger.

Consumer interest in plant-based food

products has been influenced in part by increased awareness of health, sustainability, and environmental considerations associated with

food production.

We believe our product offerings align with these trends, although consumer preferences may change and demand for plant-based

products may fluctuate based on a variety of factors, including pricing, macroeconomic conditions, and evolving consumer priorities.

Livestock production has been identified

by various organizations as a contributor to greenhouse gas emissions and the use of land and water resources.

According to the Food and

Agriculture Organization, livestock production accounts for a meaningful portion of global agricultural land use and resource consumption.

In addition, reports from the Intergovernmental Panel on Climate Change have indicated that changes in production and consumption patterns,

including dietary shifts, may contribute to efforts to reduce greenhouse gas emissions.

However, estimates of the environmental impact

of livestock production vary, and the extent to which consumer behavior may change in response to such factors is uncertain.

In 2021, we engaged the University of

Michigan to conduct a third-party life cycle assessment comparing the environmental impact of certain plant-based protein products, including

our products, with selected animal-based protein sources (the “Assessment”).

The Assessment evaluated factors such as greenhouse

gas emissions, energy use, land use, and water use based on specified assumptions and methodologies.

Based on the Assessment, our plant-based

protein products demonstrated lower environmental impacts across certain measured categories compared to selected animal-based protein

sources on a per-protein basis.

However, the results of the Assessment are dependent on the underlying assumptions, data sources, and

methodologies used, and may not be representative of all production methods or consumption patterns.

In addition, comparisons to other

products or categories may vary depending on the scope and parameters of the analysis.

We are also subject to evolving regulatory and customer expectations relating

to environmental matters, including sustainability, product sourcing, and supply chain practices.

Compliance with such expectations may

require changes to our operations, increase our costs, or impact our sourcing decisions.

While we believe that sustainability considerations

may influence consumer preferences, there can be no assurance that such considerations will result in increased demand for our products

or that we will be able to effectively capitalize on these trends.

Competitive Strengths

We are on a mission to make good healthy food that is accessible and affordable to all.

At the core of our business model is sustainability, which means ensuring what is good for people is also good for the planet.

Our first product line, ramen, takes the delicious food loved by many and upgrades it with added nutrients, enriching the comforting bowl of instant ramen.

This reimagined ramen can be customized to meet the specific nutritional requirements of many different consumer subsects.

It can be mass-produced at an affordable cost, creating a unique opportunity for us to expand our distribution to other avenues beyond traditional retail.

We believe our business benefits from

a combination of product innovation, alignment with evolving consumer preferences, scalable manufacturing capabilities, and an experienced

management team.

Focus on Innovation

We intend to increase our investment in product development capabilities to continue to innovate within our core product categories.

In addition to the development of plant-based proteins, we are looking to expand our product line into high-fiber, gluten-free, low-carb, and keto-friendly products.

We also intend to increase our investment in product development to address emerging market demands and food trends for healthy plant-based high-protein snacks.

Our continued investment in our technology will allow for increased investment into various food markets.

We are committed to providing healthy, plant-based high-protein meals not only to the everyday consumer but to those who would otherwise not be able to purchase quality, nutritious foods through our low-cost efforts and collaboration with NGOs and governmental organizations.

Mission Aligned with Consumer Trends

We believe that our products align with current major food trends, with our plant-based ramen meeting the demands of consumers who seek to follow a natural and “cleaner-label” diet.

Moreover, our products are kosher, halal, vegan, and vegetarian certified, which management believes will broaden our appeal to those consumers as well as those who wish to follow a vegetarian or vegan diet.

We believe that the plant-based food category will continue to grow based on studies which show that nearly half of U.S.

consumers want to eat more plant-based foods.

The number of people eating plant-based alternative foods has nearly doubled over the last decade.

Experienced and Passionate Executive Team

Our founders assembled a multidisciplinary team with in-depth knowledge and experience gained from diverse career paths and backgrounds to execute the founders’ passion for feeding and nourishing people while supporting a more sustainable planet.

We are led by a proven and experienced management team.

Reza Soltanzadeh, our CEO and Co-Founder has over 28 years of experience in the field of food sciences and food production, both in management roles and as an investor.

He has an extensive track record of successful involvement with multibillion-dollar food-focused company mergers and acquisitions investments.

Soltanzadeh is a leading thinker in the industry and a frequent media and podcast guest and speaker at conferences, where he advocates making nutrition both accessible and affordable.

Under his leadership, Borealis Foods has formulated and

commercialized numerous innovative products, while supplying over 300 million meals to retailers, U.S.

schools, humanitarian programs, and the U.S.

Soltanzadeh's mission is to bridge the gap between nutrition and affordability, while ensuring that high-protein, science-driven food solutions reach the people who need them most.

Barthelemy Helg is a Co-Founder and serves as the Non-Executive Chairman of the Board of Directors.

Helg, has over 25 years of experience in various industries, including the food industry and the biotech industry, working at Nestle S.A.

overseeing numerous mergers and acquisition transactions.

Helg co-founded a biotech company which focused on treatment of rare autoimmune diseases and has extensive experience working with entrepreneurial companies and his wide-ranging experience in the food industry.

We focus on developing food products

that incorporate plant-based proteins and enhanced nutritional profiles within familiar and convenient formats, such as instant noodles.

We intend to continue investing in product development to expand our offerings across adjacent categories that address evolving consumer

preferences, including products designed to meet a range of dietary needs.

Our product development efforts are

intended to respond to changing consumer preferences and market trends.

However, there can be no assurance that our innovation efforts

will be successful or that new products will achieve market acceptance.

Alignment with Consumer Preferences

We believe our products are aligned

with consumer demand for convenient, affordable, and nutritionally balanced food options, including interest in plant-based and alternative

protein products.

Our products are designed to meet a range of dietary preferences, including vegetarian and vegan diets, and certain

products are certified kosher and halal.

Consumer preferences are subject to

change and may be influenced by a variety of factors, including pricing, economic conditions, and competing product offerings.

be no assurance that current trends will continue or that our products will remain aligned with consumer demand.

Scalable and Cost-Efficient Production

Our products are designed to be manufactured

at scale using established production processes, which we believe supports cost efficiency and broad distribution.

We believe this approach

enables us to offer products at competitive price points across multiple channels.

Our ability to scale production and maintain cost efficiency

depends on a number of factors, including supply chain conditions, input costs, and manufacturing capacity.

Experienced Management Team

We are led by an experienced management

team with backgrounds in food production, product development, and business operations.

Reza Soltanzadeh, our Chief Executive

Officer and Co-Founder, has extensive experience in food science and food production, including senior management roles and investment

experience in the food industry.

Under his leadership, the Company has developed and commercialized a range of products and expanded its

distribution across multiple channels.

Barthelemy Helg, our Co-Founder and

Non-Executive Chairman, has experience across the food and biotechnology industries, including prior roles at Nestlé S.A., where

he was involved in merger and acquisition activities.

He has also co-founded and worked with early-stage companies.

Growth Strategy

Growth Across Distribution Channels

We believe there is a significant opportunity to expand beyond our current retail and e-commerce footprint.

Our early focus was the establishment of a presence in retail channels, highlighted by the successful penetration into 26,000 points of distribution across Canada, Mexico, and the U.S.

The long-term plan includes potential expansion into Latin America and the Middle East.

We believe increased distribution will lead more consumers to purchase our products.

We have developed a strategy to pursue growth within the following distribution channels:

Building on the success of Chef Woo, we intend to increase our presence as the first plant-based high-protein offering on the ramen shelf.

We have a strong presence at leading food retailers, including across channels of mass merchandisers (Walmart), clubs (Costco), limited assortments retailers (Aldi and Publix), and traditional supermarkets (Albertson, Winn-Dixie, Save Mart), as well as e-commerce distributors (Amazon, Walmart.com and Instacart) that continue to grow.

We have recently expanded our product distribution to include pharmacies and drug stores (CVS and Rite Aid).

We have a significant opportunity to grow our sales within Canadian and U.S.

retail by focusing on increasing sales at our existing points of distribution.

We also expect to grow our retail distribution by establishing commercial relationships with new customers.

• Food Services :

Expand our products into the food services space as a healthy ready-made food option.

• Strategic Partnerships :

Continue developing strategic partnerships with prominent national and international food producers, retailers, and distributors.

Invest in Infrastructure and Capabilities

We are committed to prioritizing investment in our infrastructure and capabilities.

As a fast-growing company, we continue to make significant investments in hiring the best people, maximizing our supply chain capabilities, and optimizing our systems in order to establish a sustainable market-leading position for the long-term future.

We make continuous efforts to enhance our manufacturing facility in Saluda, South Carolina, which has allowed us to significantly increase our production capacity.

We are constantly evaluating and improving our supply chain processes and partnerships so that we can increase manufacturing efficiencies and quality while reducing costs.

In addition to our efforts to enhance our manufacturing facility, we are working to convert our facility to operate on solar power.

Our goal is to be able to power our entire facility using only renewable energy — thus becoming Scope two carbon neutral.

Expand Product Offerings

The successes of our ramen products have confirmed our belief that there is significant demand for additional plant-based high-protein, sustainable, and affordable products.

We intend to strengthen our product offering by improving the formulations for our existing portfolio of products and by creating new products that expand the portfolio.

We are continuously refining our products to improve their taste, texture, and aroma.

In addition, we are committed to increasing our investment in research and development to continue to innovate within our core platform to create exciting new product lines such as snacks and improve the formulations for our existing portfolio of products.

Continue to Grow the Brand

We continue to develop brand awareness of Chef Woo.

We plan to continue to create relevant content with our network of celebrities, influencers, and brand ambassadors, who will help build significant brand awareness for us by supporting our mission and products and incorporating our products into their daily lifestyle.

Remain Mission Focused

We are a mission-driven business.

We strive to operate in a socially responsible and environmentally sustainable manner and are committed to making a positive impact on both human life and the planet.

We intend to grow our business through

expanded distribution, continued investment in infrastructure and capabilities, and the development of new and enhanced products.

We have established a presence across

retail and e-commerce channels and may seek to expand distribution in existing and new markets, including internationally.

to expand distribution depends on a number of factors, including retailer acceptance, supply chain capacity, and competitive conditions.

We also intend to invest in our infrastructure

and operational capabilities, including manufacturing, supply chain, and personnel.

These investments are intended to support future growth;

however, they may require significant capital and may not result in expected returns.

In addition, we intend to expand and

refine our product offerings, including through improvements to existing products and the development of new products.

There can be no

assurance that such products will be successfully developed or achieve market acceptance.

Our principal products include:

• Chef Woo super premium High-Protein instant ramen with 20 grams of plant-based complete protein that is kosher, halal, vegan, and vegetarian certified, egg and dairy-free, TBHQ and added MSG free, and available in the following flavors:

Roasted Chicken, Braised Beef, Spicy Tequila Lime, Thai Lemongrass, Sweet Chili Togarashi, and Chili Chicken.

• Chef Ramsay , ultra-premium brand, created in conjunction with renowned chef Gordon Ramsay.

Also providing 20 grams of complete protein per serving, this product was introduced with two flavors to the market to appeal to more refined consumers and those seeking a more elevated noodle meal.

• Ramen Express premium ramen that is kosher, halal, vegan, vegetarian certified, egg and dairy-free, and TBHQ and added MSG free, and comes in the following flavors:

Chicken Flavor, Beef Flavor, Shrimp Flavor, Hotter & Spicier, Lime & Chili Shrimp Flavor, Hot & Spicy Chicken Flavor, Hot & Spicy Beef Flavor, Hot & Spicy Shrimp Flavor, and Soy Sauce Flavor.

• Woodles , whole grain-rich ramen noodles designed to provide a healthier alternative to traditional ramen, particularly for school meal programs.

● Chef Woo ® :

S uper premium high-protein instant ramen product containing 20 grams of plant-based complete protein per

These products are designed to meet a range of dietary preferences and are certified kosher, halal, vegan, and vegetarian.

● Chef Ramsay:

Ultra-premium instant ramen products

developed in collaboration with renowned chef Gordon Ramsay.

Also providing 20 grams of complete protein per serving, this product was

introduced with two flavors to the market to appeal to more refined consumers and those seeking a more elevated noodle meal.

● Ramen Express ®:

Premium instant ramen products, also certified kosher, halal, vegan and vegetarian, offered in a variety

of flavors and positioned as an affordable alternative in the category.

Whole grain-rich ramen noodles designed to provide a healthier alternative to traditional ramen, particularly

for school meal programs.

These noodles are made with at least 51% whole wheat flour, aligning with nutritional guidelines for schools.

Customers and Distributors

We remain focused on addressing existing demand from current customers and expanding our business with these customers.

Our products are distributed in major retail partner locations across the U.S., Canada and Mexico, including approximately 25,000 stores in the U.S.

including Walmart, Costco, Albertsons, and Aldi and approximately 3,300 stores in Canada.

We remain focused on expanding our presence on Amazon and Walmart.com and growing these channels as a bigger stream of revenue.

Our products are distributed through

retail, e-commerce, and other channels across the United States and internationally.

We continue to focus on expanding our relationships

with existing customers and establishing relationships with new customers both domestically and abroad.

Our distribution footprint includes major retailers and e-commerce platforms.

Our ability to maintain and expand distribution depends

on factors such as product performance, pricing, supply reliability, and competition.

Sourcing and Suppliers

The principal ingredients used to manufacture our chef woo product include pea protein, organic flour, sunflower oil, and our plant-based flavors.

We procure our packaging materials from a number of different suppliers.

Although most of the raw materials we require are typically readily available from multiple sources, we rely on one single source supplier, Puris Foods, for the pea protein used for our ramen products.

We continue to expand our supply chain to ensure the certainty of supply of the highest quality raw materials that meet our requirements for quality.

We secure our supplies on a purchase-order basis.

As most of the raw materials we use are readily available in the market from many suppliers, we believe that we can within a reasonable period of time make satisfactory alternative arrangements in the event of an interruption of supply from our vendors.

We source key ingredients, including

pea protein, flour, and oils, from third-party suppliers.

We have established relationships with multiple suppliers for our principal

raw materials, which we believe enhances the resilience of our supply chain.

We continue to expand our supply chain

to ensure the certainty of supply of the highest quality raw materials that meet our requirements for quality.

We procure our raw materials primarily

on a purchase order basis and seek to maintain sourcing flexibility across our supplier base.

We periodically evaluate and qualify additional

suppliers to support our operational requirements and product specifications

Manufacturing

We fully own our manufacturing facility located in Saluda, South Carolina, operated by our wholly-owned subsidiary, PGF.

We own our manufacturing facility located

in Saluda, South Carolina, operated by our wholly-owned subsidiary, PGF.

The advanced production facility is over 200,000 square feet.

The facility is British Retail Consortium (“ BRC ”) AA+ rated food- grade facility certified.

Currently, there are four fully automated cup and pillow production lines with advanced high-speed packaging machinery.

There is the capacity to host six instant noodle production lines capable of producing 600 million meals per year.

We believe our current facility is adequate to meet ongoing demand and is capable of hosting additional production lines to support our future ramp-up.

In addition, we are in the process of obtaining permits to convert to solar power in hopes of becoming Scope two carbon neutral.

Currently, there are four

fully automated cup and pillow production lines with advanced high-speed packaging machinery.

There is the capacity to host six instant

noodle production lines capable of producing 600 million meals per year.

We believe our current facility is adequate to meet ongoing demand

and is capable of hosting additional production lines to support our future ramp-up.

Food Safety and Quality Control

We utilize a comprehensive food safety and quality management program, which employs strict manufacturing procedures, expert technical knowledge of food safety science, employee training, ongoing process innovation, use of quality ingredients, and both internal and independent auditing.

Our Saluda, South Carolina facility has a Food Safety Plan (“ FSP ”) that focuses on preventing food safety risks and is compliant with the requirements set forth under the Food Safety Modernization Act or (“ FSMA ”).

In addition, our facility has at least one Preventive Controls Qualified Individual who has successfully completed training in the development and application of risk-based preventive controls at least equivalent to that received under a standardized curriculum recognized by the U.S Food and Drug Administration (“ FDA ”).

Our manufacturing site and suppliers comply with the Global Food Safety Initiative.

We utilize a comprehensive food safety

and quality management program, which employs strict manufacturing procedures, expert technical knowledge of food safety science, employee

training, ongoing process innovation, use of quality ingredients, and both internal and independent auditing.

Our Saluda, South Carolina facility

has a Food Safety Plan (“ FSP ”) that focuses on preventing food safety risks and is compliant with the requirements

set forth under the Food Safety Modernization Act or (“ FSMA ”).

In addition, our facility has at least one Preventive

Controls Qualified Individual who has successfully completed training in the development and application of risk-based preventive controls

at least equivalent to that received under a standardized curriculum recognized by the U.S Food and Drug Administration (“ FDA ”).

Our manufacturing site and suppliers

comply with the Global Food Safety Initiative.

Our manufacturing site is certified against a standard recognized by BRC AA+.

These standards are integrated food safety and quality management protocols designed specifically for the food sector and offer a comprehensive methodology to manage food safety and quality.

Certification provides an independent and external validation that a product, process or service complies with applicable regulations and standards.

In addition to third-party inspections of our facility, we have instituted audits to address topics such as allergen control;

These standards

are integrated food safety and quality management protocols designed specifically for the food sector and offer a comprehensive methodology

to manage food safety and quality.

Certification provides an independent and external validation that a product, process or service complies

with applicable regulations and standards.

In addition to third-party inspections

of our facility, we have instituted audits to address topics such as allergen control;

ingredient, packaging, and product specifications;

and sanitation.

Under FSMA, our manufacturing facility is required to have an FSP and a Hazard Analysis Critical Control Plant plan that identifies critical pathways for contaminants and mandates control measures that must be used to prevent, eliminate, or reduce relevant food-borne hazards.

Distribution of our products occurs from our in-house manufacturing facilities in Saluda, South Carolina.

The 75,000 square feet facility has the capacity to store over 150 truckloads of finished goods, ideal for supplying large national retailers.

The facility is strategically located near rail, intermodal, and port distribution hubs.

Our products are transferred by third-party logistics providers to distribution centers or are directly shipped to the customer.

At present, we do not utilize internal software to track loads but leverage the systems of our transportation partners to manage our supply chain through retail distribution.

Under FSMA, our manufacturing facility is required to have an FSP and a Hazard Analysis Critical Control Plant plan that

identifies critical pathways for contaminants and mandates control measures that must be used to prevent, eliminate, or reduce relevant

food-borne hazards.

Distribution of our products occurs

from our in-house manufacturing facilities in Saluda, South Carolina.

The 75,000 square feet facility has the capacity to store over 150

truckloads of finished goods, ideal for supplying large national retailers.

The facility is strategically located near rail, intermodal,

and port distribution hubs.

Our products are transferred by third-party logistics providers to distribution centers or are directly shipped

to the customer.

At present, we do not utilize internal software to track loads but leverage the systems of our transportation partners

to manage our supply chain through retail distribution.

Sales and Marketing and Consumer Outreach

We have a hybrid sales organization that uses sales agencies and brokers to cover our accounts.

The sales agency has an extensive range of experience and provides many resources such as syndicated data, retail coverage, and schematic planogram merchandising (“ POG ”).

In addition, the sales team works in close coordination with a national network of broker and distributor sales teams that provide us access to accounts across the United States, Canada, and Europe.

Borealis Foods continues to implement a multi-channel marketing strategy to engage a broad demographic age by focusing on consumer attitudes and groups.

Our efforts have been directed toward enhancing brand visibility and connecting authentically with our consumers.

Refined consumer targeting has been a key directive of our plan that allows for lifestyle choices, age and retail preferences.

Product Positioning

• The “Ramen Express” brand continues to cater to college students and cost-conscious families seeking a healthy alternative to traditional instant ramen.

New and existing flavor profiles remain a good attraction to consumers.

• The “Chef Woo” brand provides 20 grams of complete protein and targets home chefs, health-conscious mothers and fitness enthusiasts interested in high protein foods options.

New flavors were introduced this past year.

• The “Chef Ramsay” brand is our new ultra-premium brand, created in conjunction with renowned chef Gordon Ramsay.

Also providing 20 grams of complete protein per serving, this product was introduced with two flavors to the market to appeal to more refined consumers and those seeking a more elevated noodle meal.

• The “Woodles” brand was originally designed for U.S.

school lunch programs.

This product is a nutritious take on instant noodles with whole grains and high protein ingredients.

The product has gained traction by providing to students a “better-for-you” noodle option that did not exist before.

Marketing Strategy

Our strategy focuses on aligning with our customers' aspirations by offering products that are not just healthy, well-produced and affordable, but also offer an elevated taste experience.

We maintain a hybrid sales organization

that combines internal account management with third-party sales agencies, brokers, distributors and food service relationships.

structure supports sales across retail, e-commerce, institutional and other channels in the United States and selected international markets.

Our third-party partners provide account coverage, retail execution support, syndicated data resources and planogram merchandising support,

while our internal team focuses on strategic account management, customer development, channel support and key account relationships.

Our marketing strategy is designed to

build awareness, trial and repeat purchase across a portfolio of convenient, better-for-you noodle products positioned at different price

points and for different consumer occasions.

We market our brands through a mix of digital content, paid media, retail support, public

relations, influencer collaborations and brand partnerships.

Our efforts are intended to support consumer pull and sell-through, and supporting

retail trade, while aligning marketing investment with our evolving channel mix and product portfolio.

Marketing Activities

• Social Media Engagement:

We have maintained a robust presence on platforms like Instagram and TikTok, sharing user-generated content and weekly content featuring recipes and product highlights.

This approach has facilitated steady growth beyond our followers but to the wider segmented consumer audience.

• Influencer Collaborations:

Our partnerships with influencers, including home chefs and personalities, have expanded our reach.

Notably, Chef Gordon Ramsay joined Borealis Foods as an investor and strategic advisor in 2023, serving as a shareholder, advisor, and brand ambassador.

Chef Ramsay's involvement includes creating enticing recipes with our ramen products, aligning with our vision of providing accessible, nutritious, and tasty food globally.

• Targeted Digital Advertising:

We have continued to utilize targeted digital advertising to support retail sales and enhance brand awareness.

• Product Launches:

◦ Our Woodles product, a whole-grain, and high-protein noodle offering, has continued to penetrate the U.S.

school lunch programs, promoting healthy and sustainable eating for students.

◦ We introduced Ramen Noodles by Chef Ramsay, a premium instant ramen line crafted in collaboration with Chef Gordon Ramsay, which has gained strong traction in the market.

• Distribution Expansion:

We expanded our retail distribution across North America and e-commerce channels, notably increasing sales on Amazon.

• Public Relations & Media Coverage:

Proactive PR efforts have enhanced the company’s brand recognition.

Through strategic press releases, media coverage, and participation in high-profile industry events, we have reinforced our position as a food science innovator.

Notably, our partnerships with Gordon Ramsay and our expansion into school meal programs have garnered media attention, further driving consumer awareness and trust in our brand.

Our focus remains on creating authentic connections, driving awareness, and ensuring that our message of delicious, high-quality, and accessible meals reaches an even broader audience.

With an expanding digital presence, innovative collaborations, and a commitment to engaging messages, Borealis Foods is poised to further elevate its brand visibility and impact.

We operate in a highly competitive environment.

We believe that we compete with both plant-based protein brands producers, such as Beyond Meat, Tattooed Chef, and Impossible Foods as well as traditional ramen producers, such as Nissin Foods, Maruchan, and other ramen brands.

We believe the principal competitive factors in our industry are:

• Nutritional profile

• Ingredients

• Convenience

• Brand awareness and loyalty among customers

• Product variety and packaging

• Access to major retailer shelf space and retail locations

• Intellectual property protection on products

We believe we compete effectively with respect to each of these factors.

However, many companies in our industry have substantially greater financial resources, more comprehensive product lines, broader market

presence, longer standing relationships with distributors and suppliers, longer operating histories, greater production and distribution capabilities, stronger brand recognition, and greater marketing resources than we have.

As of December 31, 2024, we had 147 full-time employees, including 121 in manufacturing operations (included 36 agency employees), one in research and development, nine in sales and marketing, two in human resources, five in finance, two in legal and seven in administration.

Our employees are all employees at will and are not subject to any collective bargaining agreements.

● Digital and Social Media.

use owned and paid digital channels to communicate product information, recipes and promotional activity, and to engage consumers across

a range of demographic and lifestyle segments.

● AI-Enabled Marketing and Search

We increasingly use artificial intelligence-supported tools and workflows to improve the speed, efficiency and targeting

of marketing activities, including content development support, campaign planning, audience insight analysis, creative testing and optimization

of product messaging across digital channels.

We are also adapting portions of our digital marketing and content strategy to improve

the visibility, relevance and accuracy of our brands and products in emerging AI-driven search and recommendation environments, where

consumers may discover products through conversational queries, product summaries and other search experiences that differ from traditional

keyword-based search.

● Influencer and Brand Collaborations.

We work with creators, culinary personalities and strategic partners to expand reach and reinforce brand credibility and awareness.

collaboration with Gordon Ramsay has supported the launch and awareness of our premium Chef Ramsay product offerings.

● Retail and E-commerce Support.

We support retail and e-commerce channels through targeted marketing programs, merchandising support, and product content designed to

facilitate consumer engagement and product availability.

● Public Relations and Brand

We use press outreach, events and product announcements to increase awareness of our brands, product innovation and channel

● Channel-Focused Launches.

We support product launches and

channel expansion initiatives, including growth in institutional and school meal channels and the introduction of premium branded offerings.

We operate in a highly competitive food

Our products compete with traditional instant noodle brands, private label offerings, plant-based and protein-focused products,

and other convenient meal solutions that address similar consumer needs, including taste, nutrition, convenience and value.

Competition varies by brand, channel,

price point and consumer occasion.

We also compete with companies that have introduced or are introducing nutritionally enhanced or high-protein

noodle products.

Many of our competitors have greater

financial, marketing, manufacturing and distribution resources, as well as broader product portfolios, more established customer relationships

and greater brand recognition.

As a result, we may face pricing pressure, increased promotional activity and competition for shelf space,

distribution and consumer attention.

As of December 31, 2025, we had 140 full-time

employees, including 117 in manufacturing operations (including 36 agency employees), one in research and development, nine in sales and

marketing, two in human resources, five in finance, two in legal and four in administration.

Our employees are all employees at will and

are not subject to any collective bargaining agreements.

Intellectual Property

We own trademarks, trademark applications, registrations, and other proprietary rights that are important to our business.

Depending upon the jurisdiction, trademarks, and their corresponding registrations are valid if they are used in the regular course of trade and/or their registrations are properly maintained.

We own trademarks, trademark applications,

registrations, and other proprietary rights that are important to our business.

Depending upon the jurisdiction, trademarks, and their

corresponding registrations are valid if they are used in the regular course of trade and/or their registrations are properly maintained.

Borealis Foods’ primary trademarks include the “Chef Woo”, “Ramen Express”, and “Woodles”.

We aggressively protect our intellectual property rights by relying on trademark, copyright, trade dress, and trade secret laws.

We aggressively protect our intellectual property rights

by relying on trademark, copyright, trade dress, and trade secret laws.

We own several domain names.

We do not have any issued patents but have two patent applications pending.

We consider our marketing and products as a trade secret and thus, keep this information confidential.

In addition, we consider proprietary information related to formulas, processes, know-how, and methods used in production and manufacturing as trade secrets.

We believe we have taken reasonable measures to keep the aforementioned items reasonably protected, and they are, accordingly, not readily ascertainable by the public.

We have generally experienced in the past, and expect to continue to experience, seasonal fluctuations in our retail sales as a result of consumer and customer spending patterns.

Historically, the months of August to September and January to March result in the greatest retail sales due to back-to-school purchasing in the fall and renewed consumer focus on healthy living following New Year’s Day.

We believe these consumer spending patterns are driven primarily by the predisposition of consumers to adjust their approach to nutrition at certain times of the year.

We are unique in that our innovative technology allows us to tailor our products to specific nutritional needs allowing us to potentially access alternative distribution channels e.g., NGOs and government programs.

Over time, these potential additional distribution channels should help reduce the seasonal fluctuations in our retail sales.

We do not have any issued patents but

have two patent applications pending.

We consider our marketing and products

as a trade secret and thus, keep this information confidential.

In addition, we consider proprietary information related to formulas,

processes, know-how, and methods used in production and manufacturing as trade secrets.

We believe we have taken reasonable measures to

keep the aforementioned items reasonably protected, and they are, accordingly, not readily ascertainable by the public.

We have generally experienced in the

past, and expect to continue to experience, seasonal fluctuations in our retail sales as a result of consumer and customer spending patterns.

Historically, the months of August to September and January to March result in the greatest retail sales due to back-to-school purchasing

in the fall and renewed consumer focus on healthy living following New Year’s Day.

We believe these consumer spending patterns are

driven primarily by the predisposition of consumers to adjust their approach to nutrition at certain times of the year.

We are unique

in that our innovative technology allows us to tailor our products to specific nutritional needs allowing us to potentially access alternative

distribution channels e.g., NGOs and government programs.

Over time, these potential additional distribution channels should help reduce

the seasonal fluctuations in our retail sales.

Government Regulation

Along with our brokers, distributors, ingredients, and packaging suppliers, we are subject to extensive laws and regulations in the U.S.

by federal, state, and local government authorities.

In the United States, the primary federal agencies governing the manufacturing, distribution, labeling, and advertising of our products are the FDA, and the U.S.

Along with our brokers, distributors,

ingredients, and packaging suppliers, we are subject to extensive laws and regulations in the U.S.

by federal, state, and local government

In the United States, the primary federal agencies governing the manufacturing, distribution, labeling, and advertising of

our products are the FDA, and the U.S.

Federal Trade Commission (or “ FTC ”).

Under various federal statutes and implementing regulations, these agencies, among other things, prescribe the requirements and establish the standards for quality and safety and regulate our product composition, manufacturing, labeling, and other marketing and advertising to consumers.

Among other things, the facility in which our products and ingredients are manufactured must register with the FDA, comply with current good manufacturing practices (or “ cGMPd ”), and comply with a range of food safety requirements established by and implemented under the Food Safety Modernization Act of 2011.

The FDA has the authority to inspect our facility to evaluate compliance with these requirements.

The FDA also requires that certain nutrition and product information appear on our product labels and, more generally, that our labels and labeling be truthful and non-misleading.

Under various federal statutes and implementing

regulations, these agencies, among other things, prescribe the requirements and establish the standards for quality and safety and regulate

our product composition, manufacturing, labeling, and other marketing and advertising to consumers.

Among other things, the facility in

which our products and ingredients are manufactured must register with the FDA, comply with current good manufacturing practices (or “ cGMPs ”),

and comply with a range of food safety requirements established by and implemented under the Food Safety Modernization Act of 2011.

FDA has the authority to inspect our facility to evaluate compliance with these requirements.

The FDA also requires that certain nutrition

and product information appear on our product labels and, more generally, that our labels and labeling be truthful and non-misleading.

Similarly, the FTC requires that our marketing and advertising be truthful, non-misleading, and not deceptive to consumers.

We are also restricted from making certain types of claims about our products, including nutrient content claims, health claims, and claims regarding the effects of our products on any structure or function of the body, whether express or implied unless we satisfy certain regulatory requirements.

restricted from making certain types of claims about our products, including nutrient content claims, health claims, and claims regarding

the effects of our products on any structure or function of the body, whether express or implied unless we satisfy certain regulatory

requirements.

Available Information

Our website address is www.borealisfoods.com.

The contents of, or information accessible through, our website are not incorporated by reference herein and are not a part of this Annual Report.

filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, as well as beneficial ownership filings

available free of charge on our website under the “Investors,” “Financials” section as soon as reasonably practicable after we file such reports with, or furnish such reports to, the SEC.

We may use our website as a distribution channel of material information about us.

Financial and other important information about us is routinely posted on and accessible through the Investors section of our website at www.investors.borealisfoods.com/overview/default.aspx.

The contents of, or information accessible through, our website are not incorporated by reference herein and are not a part of this Annual

We make our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on

Form 8- K and all amendments to those reports, as well as beneficial ownership filings available free of charge on our website under the

“Investors,” “Financials” section as soon as reasonably practicable after we file such reports with, or furnish

such reports to, the SEC.

We may use our website as a distribution

channel of material information about us.

Financial and other important information about us is routinely posted on and accessible through

the Investors section of our website at www.investors.borealisfoods.com/overview/default.aspx.

Risk Factors.

You should consider carefully the risks and uncertainties described below, together with all of the other information contained in this Annual Report.

If any of the following events occur, our business, financial condition, operating results and cash flow may be materially adversely affected.

In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

The risks and uncertainties described below are not the only ones we face.

Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations .

You should consider carefully the

risks and uncertainties described below, together with all of the other information contained in this Annual Report.

If any of the following

events occur, our business, financial condition, operating results and cash flow may be materially adversely affected.

In that event,

the trading price of our securities could decline, and you could lose all or part of your investment.

The risks and uncertainties described

below are not the only ones we face.

Additional risks and uncertainties that we are unaware of, or that we currently believe are not material,

may also become important factors that adversely affect our business or results of operations .

SUMMARY OF RISK FACTORS

The following is a summary of some of the risks and uncertainties as of the date of the filing of this Annual Report on Form 10-K that could materially adversely affect our business, financial condition, results of operations and cash flow.

You should read this summary together with the more detailed description of each risk factor contained below in the section titled “Risk Factors.”

Risks Related to Our Financial Condition

• Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern;

• Our potential insolvency or inability to pay our debt would have a material adverse effect on our business, financial condition, results of operations and cash flow;

• We will require substantial capital investment in the future, and our inability to raise adequate capital could affect our ability to continue as a going concern;

• Restrictive covenants in the agreements governing our Credit Facility may restrict our future operations, including our ability to pursue our business strategies or respond to changes;

• Our financial results and future growth have been, and could in the future be, harmed by currency exchange rate fluctuations;

• Insolvency, credit problems or other financial difficulties that could confront our retail partners could expose us to financial risk;

The following is a summary of some of

the risks and uncertainties as of the date of the filing of this Annual Report on Form 10- K that could materially adversely affect our

business, financial condition, results of operations and cash flow.

You should read this summary together with the more detailed description

of each risk factor contained below in the section titled “Risk Factors.”

Risks Related to Our Financial

We have minimal cash on hand, substantial indebtedness, and there is substantial doubt about our ability to continue as a going concern;

Our senior secured debt is held by Oxus Capital

PTE Ltd., a related party and our largest shareholder, which creates potential conflicts of interest and limits our financial flexibility;

Approximately $33.3 million of shareholder debt

may automatically convert into Common Shares on or after July 1, 2026, which could result in substantial dilution to existing shareholders;

Our lender has the option to convert approximately $2.0 million in accrued interest into Common Shares, which would further dilute existing shareholders;

● Our independent registered public accounting firms have expressed substantial

doubt about our ability to continue as a going concern;

Our potential insolvency or inability to pay our debt would have a material adverse effect on our business, financial condition, results of operations and cash flow, cash available for distribution as well as our ability to service our debt obligations, and could result in our inability to continue as a going concern

● We will require substantial capital investment in the future,

and our inability to raise adequate capital could affect our ability to continue as a going concern;

● Our financial results and future growth have been, and could

in the future be, harmed by currency exchange rate fluctuations;

● Insolvency, credit problems or other financial difficulties

that could confront our retail partners could expose us to financial risk;

Risks Related to Our Business

2 unchanged sentences

● Our management team has limited experience managing a public company;

• We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives;

● We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote

substantial time to new compliance initiatives;

● Our dependence on suppliers may materially adversely affect our operating results and financial position;

● Manufacturing and production forecasts are based on multiple assumptions.

We must adequately estimate our manufacturing capacity and inventory supply.

If we overestimate our demand and overbuilds our capacity or inventory, we may have significantly underutilized assets.

We must adequately estimate

our manufacturing capacity and inventory supply.

If we overestimate our demand and overbuilds our capacity or inventory, we may have significantly

underutilized assets.

Underutilization of our manufacturing facilities can adversely affect our gross margin and other operating results;

• We may experience volatility in costs for ingredients and packaging due to conditions that are difficult to predict;

• Our future success will depend, in part, on our ability to maintain our technological leadership, enhance our current food products, develop new food products that meet changing customer needs and preferences, advertise and market our food products, and influence and respond to emerging industry standards and other technological changes on a timely and cost-effective basis;

● We may experience volatility in costs for ingredients and packaging due to conditions that are difficult

● Our future success will depend, in part, on our ability to maintain our technological leadership, enhance

our current food products, develop new food products that meet changing customer needs and preferences, advertise and market our food

products, and influence and respond to emerging industry standards and other technological changes on a timely and cost-effective basis;

● Adverse climate conditions may have an adverse effect on our business.

We may take various actions to mitigate our business risks associated with climate change, which may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks;

• The spread of contagious diseases, natural disasters, severe weather, actual or threatened hostilities or war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty may cause global economic disruption, and its impact on our business is uncertain;

• The loss of key personnel, or failure to attract and retain other highly qualified personnel in the future, could harm our business;

• Consumer spending habits, including discretionary spending on food products such as ours, are affected by many factors;

• We face market competition, and if we are unable to compete effectively with our competitors, our business and operating results could be materially adversely affected;

• A significant portion of our revenue is concentrated with a limited number of customers.

The loss of or deterioration or disruption in our relationship with one or more of our customers could have a material adverse effect on our business, financial condition, result of operations and cash flow;

• We may not continue to grow or maintain our active customer base, may not be able to achieve or maintain profitability, and may not be aligned with customer trends and preferences;

• If we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute our business plan or maintain our competitive position and high-level customer satisfaction;

• We will need to grow the size of our organization, and we may experience difficulties in managing this growth;

• The war in Ukraine, and the sanctions in place, could adversely affect global energy and financial markets thus potentially affecting our business and customers;

• We run the risk of crop failures largely dependent on factors outside of our control;

We may take various actions to

mitigate our business risks associated with climate change, which may require us to incur substantial costs and may not be successful,

due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks;

● The spread of contagious diseases, natural disasters, severe weather, actual or threatened hostilities

or war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty may cause global economic disruption, and

its impact on our business is uncertain;

● Consumer spending habits, including discretionary spending on food products such as ours, are affected

by many factors;

● We face market competition, and if we are unable to compete effectively with our competitors, our business

and operating results could be materially adversely affected;

● A portion of our revenue is derived from key customers, and changes in these relationships could affect

our business;

● We may not continue to grow or maintain our active customer base, may not be able to achieve or maintain

profitability, and may not be aligned with customer trends and preferences;

● If we fail to maintain adequate operational and financial resources, particularly if we continue to grow

rapidly, we may be unable to execute our business plan or maintain our competitive position and high-level customer satisfaction;

● We will need to grow the size of our organization, and we may experience difficulties in managing this

Geopolitical conflicts, including the war in Iran and the closure of the Strait of Hormuz, have disrupted global energy and commodity markets and could materially adversely affect our business;

● We are subject to risks related to the availability and cost of agricultural commodities and ingredients,

which are largely dependent on factors outside of our control;

● Our business is subject to an increasing focus on environmental and social impact matters;

● Changes in commodity costs and other operating costs could materially adversely affect our results of operations;

• Unfavorable general economic conditions could adversely affect our business and financial results;

Risks Related to Technology and Intellectual Property

• Our business depends on the use of proprietary technology relying heavily on laws to protect it;

• Inadequate technical and legal intellectual property (IP) protections could prevent us from defending or securing our proprietary technology and IP;

• Any cybersecurity-related attack, significant data breach, or disruption of the information technology systems, infrastructure, network, third-party processors, or platforms on which we rely could damage our reputation and materially adversely affect our business, and financial results.

● Our success depends in part on our ability to innovate and respond to changing consumer preferences and industry developments;

● Our business depends on our ability to protect our intellectual

property and proprietary technology;

● Our intellectual property rights may be difficult to enforce and may not provide meaningful protection;

● Cybersecurity incidents or disruptions to our information technology systems could adversely affect our business;

● Our insurance coverage may be insufficient to cover certain risks;

Risks Related to Legal and Regulatory Matters

• We are subject to government regulation and industry policy risks that may change and cause us to no longer comply;

• We may be subject to changes in laws or regulations that can change on any given day;

• We are subject to multinational requirements beyond our control;

• Climate change, and related legislative and regulatory responses to climate change, may materially adversely impact our business;

● We are subject to government regulation and failure to comply could adversely affect our business;

● Changes in laws and regulations could adversely affect our business;

● We are subject to risks associated with international sales and expansion;

● Climate-related laws, regulations and evolving expectations may adversely affect our business;

Risks Related to Ownership of Our Securities

• Raising additional capital may cause dilution to our Shareholders, restrict our operations or require us to relinquish rights to our technologies or product candidates;

• If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common shares;

• Our Articles, together with our By-laws, and Canadian laws and regulations applicable to us may adversely affect our ability to take actions that could be deemed beneficial to our shareholders;

shareholders may not be able to obtain judgments or enforce civil liabilities against us or our executive officers or our board of directors;

● Raising additional capital may cause dilution to our Shareholders, restrict our operations or require

us to relinquish rights to our technologies or product candidates;

● If we fail to maintain an effective system of internal control over financial reporting, we may not be

able to accurately report our financial results or prevent fraud.

As a result, shareholders could lose confidence in our financial and

other public reporting, which would harm our business and the trading price of our Common Shares;

● Our Articles, together with our By-laws, and Canadian laws and regulations applicable to us may adversely

affect our ability to take actions that could be deemed beneficial to our shareholders;

shareholders may not be able to obtain judgments or enforce civil liabilities against us or our executive

officers or our board of directors;

● The price of our Common Shares may be volatile, and you could lose all or part of your investment;

• We may issue additional shares or other equity securities without your approval, which would dilute your ownership interest in us and may depress the market price of your shares;

● We may issue additional shares or other equity securities without your approval, which would dilute your

ownership interest in us and may depress the market price of your shares;

not currently in compliance with certain Nasdaq listing requirements, and failure to regain compliance by June 29, 2026 could result

in delisting of our securities;

Our Board of Directors has been reconstituted at the direction of our lender, and two of our directors were appointed pursuant to requirements of the Oxus Credit Agreement;

General Risk Factors

● The global scope of our business subjects us to risks that could negatively affect our business;

• Unfavorable general economic conditions could adversely affect our business, financial condition, results of operation and cash flow;

• As current tariffs are implemented, or if additional or increased tariffs or other restrictions are placed on foreign imports or any related counter-measures are taken by other countries, our business and results of operations could be harmed;

• Economic recessions or downturns could impair our company and harm our operating results.

● Unfavorable general economic conditions could adversely affect our business, financial condition, results

of operation and cash flow;

Tariffs, trade restrictions, and the evolving U.S.-Canada trade environment, including the outcome of the CUSMA review process, could increase our costs and adversely affect our operations;

The 2026 Iran war and related energy market

disruptions may contribute to a broader economic downturn, inflation, and recession, which could reduce demand for our products and impair

our ability to raise capital;

● Economic recessions or downturns could impair our company and harm our business, financial conditions,

operating results and cash flow.

Risks Related to Our Financial Condition

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern .

Our historical financial statements have been prepared under the assumption that we will continue as a going concern.

Our registered public accounting firm has issued a report on our consolidated financial statements for the years ended December 31, 2024 and 2023, that includes an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern.

Our ability to continue as a going concern is dependent on our ability to obtain additional equity or debt financing.

Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

However, if adequate funds are not available to us when we need them, we could be unable to fund our ongoing business, which, in turn, could cause our customers or suppliers to decrease the amount of business they do with us or terminate their relationship with us, or we could be unable to fund our ongoing business, which, in turn, could cause our customers or suppliers to decrease the amount of business they do with us or terminate their relationship with us, or we could go into default on our outstanding indebtedness, which, in turn, would permit our creditors to enforce remedies against us and cause us to consider reducing, discontinuing, or selling operations or seeking protection from creditors, and further raise substantial doubt about our ability to continue as a going concern.

The substantial doubt regarding our ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all.

Additionally, if we are unable to continue as a going concern, our shareholders may lose some or all of their investment in our Company.

Any one or more of such events would have a material adverse effect on our business, financial condition, results of operations and cash flow.

Our potential insolvency, inability to pay our debt or bankruptcy would have a material adverse effect on our business, financial condition, results of operations, cash flow, cash available for distribution as well as our ability to service our debt obligations, and could result in our inability to continue as a going concern.

If we were to default on our debt obligations, it would likely cause a significant or complete reduction in the operating cash flow generated by our product sales.

There can be no assurance that we would be able to avoid insolvency, make timely payments on our debt or payments to our suppliers.

If we were to default, we may incur substantial costs, that could have a severe adverse effect on our business, financial condition, results of operations and cash flow, and we might take actions to respond to any default including the curtailment or reduction in operations, the sale of assets or the Company, or seeking protection from creditors under bankruptcy or insolvency laws.

We will require substantial capital investment in the future, and our inability to raise adequate capital could affect our ability to continue as a going concern.

We will require significant funding to continue our operations and advance our business plan.

Our ability to raise additional capital, on timely and favorable terms or at all, will depend on various factors, including macroeconomic conditions and market conditions as well as our liquidity, financial condition and results of operations.

If these factors deteriorate, our ability to raise capital to fund ongoing operations, capital needs and business activities could be significantly negatively impacted.

If we cannot obtain adequate additional financing, among other things, we may have to substantially curtail or limit our production activities, sell assets or the Company or seek protection from creditors under bankruptcy laws, which could materially and adversely affect our business plan.

We have minimal cash on hand, substantial indebtedness, and there

is substantial doubt about our ability to continue as a going concern.

As of December 31, 2025, we had cash and cash

equivalents of approximately $0.06 million and a working capital deficit of approximately $(61.76) million.

Our independent registered

public accounting firm has expressed substantial doubt about our ability to continue as a going concern in its reports on our consolidated

financial statements for the years ended December 31, 2025 and 2024.

Subsequent to December 31, 2025, the Company

completed the refinancing of its former credit facility with Frontwell Capital Partners Inc.

through the Oxus Credit Agreement described

below, which eliminated the near-term maturity risk associated with the Frontwell facility.

However, we continue to have recurring losses,

negative cash flows from operations, and a highly leveraged capital structure.

Our ability to continue as a going concern depends on

our ability to generate sufficient revenue and cash flow from operations, manage our debt service obligations under the Oxus Credit Agreement

(which bears interest at 12% per annum), and obtain additional financing.

In addition, if the Required Equity Financing

under the Conversion Agreement is not completed by July 1, 2026, approximately $33.3 million of shareholder debt will automatically convert

into Common Shares, which would reduce our debt burden but result in substantial dilution to existing shareholders.

Even if the conversion

occurs, we may continue to require additional capital to fund our operations and service our remaining debt obligations.

no assurance that we will be able to obtain additional financing on acceptable terms, or at all.

If we are unable to generate sufficient cash

flow or obtain additional financing, we may be required to further curtail our operations, sell assets, or seek protection under applicable

bankruptcy or insolvency laws.

Any of these events could result in the total loss of your investment.

Our independent registered

public accounting firm has expressed substantial doubt about our ability to continue as a going concern .

Our historical financial statements

have been prepared under the assumption that we will continue as a going concern.

Our registered public accounting firm has issued a

report on our consolidated financial statements for the years ended December 31, 2025 and 2024, that includes an explanatory

paragraph expressing substantial doubt in our ability to continue as a going concern.

Our ability to continue as a going concern is

dependent on our ability to obtain additional equity or debt financing.

Our financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

However, if adequate funds are not available to us when we need them, we could be

unable to fund our ongoing business, which, in turn, could cause our customers or suppliers to decrease the amount of business they

do with us or terminate their relationship with us, or we could go into default on our outstanding indebtedness, which, in turn,

would permit our creditors to enforce remedies against us and cause us to consider reducing, discontinuing, or selling operations or

seeking protection from creditors, and further raise substantial doubt about our ability to continue as a going concern.

substantial doubt regarding our ability to continue as a going concern may adversely affect our ability to obtain new financing on

reasonable terms or at all.

Additionally, if we are unable to continue as a going concern, our shareholders may lose some or all of

their investment in our Company.

Any one or more of such events would have a material adverse effect on our business, financial

condition, results of operations and cash flow and our shareholders could lose some or all of their investment.

Our potential insolvency,

inability to pay our debt, or bankruptcy would have a material adverse effect on our business, financial condition, results of operations,

cash flow, cash available for distribution as well as our ability to service our debt obligations, and could result in our inability to

continue as a going concern.

If we were to default on our debt obligations,

it would likely cause a significant or complete reduction in the operating cash flow generated by our product sales.

There can be no assurance

that we would be able to avoid insolvency, make timely payments on our debt or payments to creditors or suppliers.

If a default were to

occur, we may incur substantial costs, that could have a severe adverse effect on our business, financial condition, results of operations

and cash flow, and we might take actions to respond to any default including the curtailment or reduction in operations, the sale of assets

or the Company, or seeking protection from creditors under bankruptcy or insolvency laws.

Any such action could materially adversely affect

our business, financial condition, results of operation and cash flow.

Our senior secured debt is held by Oxus

Capital PTE Ltd., a related party and our largest shareholder.

The concentration of our debt with a related party lender that also has

board appointment rights and significant equity ownership creates potential conflicts of interest and limits our financial flexibility.

On April 27, 2026, certain of our wholly owned

subsidiaries entered into a Credit Agreement with Oxus Capital PTE Ltd.

(“Oxus”), providing for a term loan of up to $17.0 million,

secured by substantially all of our assets, including mortgages on our manufacturing facility and distribution center in Saluda, South

Oxus is the Company’s former SPAC sponsor and, through its controlling shareholder Kenges Rakishev, a beneficial owner of approximately

24.7% of our outstanding Common Shares.

Pavel Mynzhanov, a Director of Oxus, was appointed to our Board in connection with the Oxus Credit

The term loan matures on April 27, 2031, bears

interest at 12% per annum (14% upon default), and requires 48 consecutive monthly principal and interest payments commencing May 1, 2027.

At Oxus’s election, accrued interest from the closing date through April 30, 2027 (approximately $2.0 million) may be converted into Common

Shares at the average closing market price for the 60 trading days preceding May 1, 2027.

The Oxus Credit Agreement contains customary affirmative

and negative covenants and events of default.

Among other things, the departure of Reza Soltanzadeh from his position as president or

in a similar senior management role constitutes an event of default, subject to a 180-day cure period.

A default under, or challenge to

the validity of, the Conversion Agreement described below also constitutes an event of default.

The Oxus Credit Agreement also limits

our ability to make capital expenditures in excess of 120% of budgeted amounts and restricts our ability to make restricted payments without

the Lender’s prior written consent.

Our senior debt is concentrated with a single

related party lender that also holds a significant equity position, has the right to appoint directors to our Board, and is a party to

the Conversion Agreement described below.

This concentration creates potential conflicts of interest between Oxus’s interests as our lender,

equity holder, and board-appointing party and the interests of other shareholders.

There can be no assurance that decisions made in connection

with the Oxus Credit Agreement, including the exercise of remedies upon default or the conversion of interest into equity, will be aligned

with the interests of our other shareholders.

If we are unable to generate sufficient cash flow

to service our debt obligations, or if we experience an event of default under the Oxus Credit Agreement, Oxus may accelerate the outstanding

obligations, foreclose on our assets (which constitute substantially all of our property), and exercise other remedies, any of which could

have a material adverse effect on our business, financial condition, and results of operations and could result in the loss of our manufacturing

facility and other assets.

Approximately $33.3 million of shareholder

debt may automatically convert into Common Shares on or after July 1, 2026, which could result in substantial dilution to existing shareholders.

In connection with the Oxus Credit Agreement,

we entered into a Conversion Agreement with Oxus Capital PTE Ltd., Reza Soltanzadeh (our Chief Executive Officer), and Barthelemy Helg

(our Non-Executive Chairman) (collectively, the “Shareholders”).

Pursuant to the Conversion Agreement, approximately $29.1 million

in aggregate principal amount of indebtedness, plus approximately $4.2 million in accrued interest (calculated through June 30, 2026),

previously advanced by the Shareholders to the Company, will automatically convert into Common Shares if the Company does not consummate

one or more equity financings resulting in aggregate gross proceeds of at least $70 million at a price of $9.00 per share (the “Required

Equity Financing”) on or before July 1, 2026 (the “Equity Raise Deadline”).

The conversion price will be based on the volume

weighted average closing price of our Common Shares for the 20 consecutive trading days ending on the trading day immediately preceding

July 1, 2026.

Based on the Company’s approximately 21.4 million Common Shares currently outstanding and recent trading prices, the conversion

of the full amount of the indebtedness could result in the issuance of a very significant number of additional Common Shares.

As of the date of this Annual Report, we have

not completed the Required Equity Financing.

Completion of a $70 million equity offering at $9.00 per share would require raising proceeds

at a price that is substantially above recent trading prices for our Common Shares.

There can be no assurance that the Required Equity

Financing will be completed on or before the Equity Raise Deadline, or at all.

If the Required Equity Financing is not completed, the

conversion will occur automatically, and the resulting dilution to existing shareholders could be substantial.

In addition, the Conversion Agreement contains

restrictions on our ability to issue equity securities prior to the Equity Raise Deadline without the consent of the Shareholders, which

may limit our ability to pursue alternative financing arrangements.

Shares issuable pursuant to the Conversion Agreement would

be issued in reliance on applicable exemptions from registration under the Securities Act and would constitute “restricted securities”

within the meaning of Rule 144 under the Securities Act.

The Conversion Shares would bear customary restrictive legends and may not be

offered, sold or transferred absent registration or an applicable exemption from registration.

The Company also agreed to use commercially

reasonable efforts to maintain compliance with SEC reporting requirements to preserve the availability of Rule 144 for resales of the

Conversion Shares.

The conversion of the indebtedness into Common

Shares would eliminate a significant portion of our outstanding debt and related interest obligations, which could improve our balance

However, the dilutive impact on existing shareholders could be material, and the issuance of a large number of shares could adversely

affect the trading price of our Common Shares and our ability to raise capital in the future.

Our lender has the option to convert approximately

$2.0 million in Year 1 accrued interest into Common Shares, which would further dilute existing shareholders.

Under the Oxus Credit Agreement, Oxus may elect, at its sole discretion,

on or before May 1, 2027, to convert all accrued interest from the closing date through April 30, 2027 (approximately $2.0 million) into

Common Shares at the average closing market price for the 60 trading days preceding May 1, 2027.

If Oxus elects to convert, existing shareholders

would experience additional dilution beyond the dilution that may result from the Conversion Agreement described above.

The election to

convert is entirely within Oxus’s discretion, and we have no ability to prevent or control the conversion or the resulting dilution.

We will require substantial

capital investment in the future, and our inability to raise adequate capital could affect our ability to continue as a going concern.

will require significant funding to continue our operations and execute our business plan.

Our ability to raise additional capital, on

timely and favorable terms or at all, depends on various factors, including macroeconomic conditions and market conditions as well as

our liquidity, financial condition and results of operations.

If these factors deteriorate, our ability to raise capital to fund ongoing

operations, capital needs and business activities could be significantly negatively impacted.

Additionally, our ability to raise capital

may be affected by developments under our senior secured term loan with Oxus Capital PTE Ltd.

and the terms of the Conversion Agreement,

which restricts our ability to issue equity securities prior to July 1, 2026 without the consent of certain shareholders.

obtain adequate additional financing on acceptable terms, we may need to substantially curtail or limit our production activities, sell

assets or the Company or seek protection from creditors under bankruptcy laws, which could materially and adversely affect our business

Inadequate financial resources could also raise substantial doubt about our ability to continue as a going concern.

Restrictive covenants in the agreements governing our Credit Facility may restrict our future operations, including our ability to pursue our business strategies or respond to changes.

The agreement governing our Credit Facility contains a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests.

These include covenants restricting, among other things, our ability to:

• incur additional indebtedness;

• create, incur, assume or permit liens;

• consolidate, merge, liquidate, wind up or dissolve;

• pay dividends or make other distributions in respect of equity;

• make payments in respect of junior lien or subordinated debt;

• sell, transfer, license or otherwise dispose of assets;

• engage in transactions with affiliates;

• enter into any restrictive agreement;

• materially alter the business that we conduct;

• change our fiscal year for accounting and financial reporting purposes;

• amend or otherwise change the terms of the documentation governing certain restricted debt.

In addition, the terms of any future indebtedness we may incur could include more restrictive covenants.

We may not be able to maintain compliance with these covenants in the future and, if we fail to do so, we may not be able to obtain waivers from our creditors and/or amend the covenants.

Our failure to comply with the covenants in the agreements governing our indebtedness could result in an event of default under such indebtedness, which could have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.

Additionally, our default under one agreement covering our indebtedness may trigger cross-defaults under other agreements covering our indebtedness.

Upon the occurrence of an event of default or cross-default under any of the agreements governing our indebtedness, the lenders could elect to declare all amounts outstanding to be due and payable and exercise other remedies.

In the event our lenders accelerate the maturity of our indebtedness, we would not have sufficient cash to repay that indebtedness, which would materially and adversely affect our business, financial condition, results of operations, cash flow and prospects and could have a material adverse effect on our ability to continue to operate as a going concern.

Our financial results and future growth have been, and could in the future be, harmed by currency exchange rate fluctuations.

As our international business grows, our results of operations have been and could in the future be materially adversely impacted by changes in foreign currency exchange rates.

Revenues and certain expenses in markets outside of the United States are recognized in local foreign currencies, and we are exposed to gains or losses from the translation of those amounts into U.S.

Our financial results and

future growth have been, and could in the future be, harmed by currency exchange rate fluctuations.

As our international business grows,

our results of operations have been and could in the future be materially adversely impacted by changes in foreign currency exchange rates.

Revenues and certain expenses in markets outside of the United States are recognized in local foreign currencies, and we are exposed to

gains or losses from the translation of those amounts into U.S.

dollars for consolidation into our financial statements.

In addition, the business of our suppliers may also be disrupted by currency exchange rate fluctuations by making their purchases of raw materials more expensive and more difficult to finance.

As a result, foreign currency exchange rate fluctuations may materially adversely impact our results of operations.

Insolvency, credit problems or other financial difficulties that could confront our retail partners could expose us to financial risk.

We sell to the large majority of our retail partners on open account terms and do not require collateral or a security interest in the inventory we sell them.

Consequently, our accounts receivable with our retail partners are unsecured.

Insolvency, credit problems, or other financial difficulties confronting our retail partners could expose us to financial risk.

the business of our suppliers may also be disrupted by currency exchange rate fluctuations by making their purchases of raw materials

more expensive and more difficult to finance.

As a result, foreign currency exchange rate fluctuations may materially adversely impact

our results of operations.

Insolvency, credit problems

or other financial difficulties that could confront our retail partners could expose us to financial risk.

We sell to many of our retail partners

on open account terms and do not require collateral or a security interest in the inventory we sell them.

Consequently, our accounts receivable

with our retail partners are unsecured.

Insolvency, credit problems, or other financial difficulties confronting our retail partners could

expose us to financial risk.

These actions could expose us to risks if they are unable to pay for the products they purchase from us.

Financial difficulties of our retail partners could also cause them to reduce the number or size of stores, and the amount of shelf space dedicated to our products.

Further, economic conditions resulting in diminished liquidity or credit availability, increases in inflation rates, rising interest rates, declines in consumer confidence, declines in economic growth, or uncertainty about economic stability, may lead to a material reduction in sales of our products by our retail partners.

Any reduction in sales by, or loss of, our current retail partners or customer demand, or credit risks associated with our retail partners, could harm our business, financial condition, results of operations, and cash flow.

Financial difficulties of our retail partners could also cause them to reduce the number or size of stores, and the amount of shelf space

dedicated to our products.

Further, economic conditions resulting in diminished liquidity or credit availability, increases in inflation

rates, rising interest rates, declines in consumer confidence, declines in economic growth, or uncertainty about economic stability, may

lead to a material reduction in sales of our products by our retail partners.

Any reduction in sales by, or loss of, our current retail

partners or customer demand, or credit risks associated with our retail partners, could harm our business, financial condition, results

of operations, and cash flow.

Risks Related to Our Business

We have a limited operating history which makes it difficult to evaluate our business and prospects.

We have a limited operating history, which makes it difficult to evaluate our business and prospects to forecast our future results.

We have a limited operating

history which makes it difficult to evaluate our business and prospects.

We have a limited operating history, which makes it difficult to evaluate

our business and prospects to forecast our future results.

We were founded in 2019.

Although we have experienced substantial revenue growth on an annual basis, we have incurred losses since inception.

As of December 31, 2024, we had an approximate accumulated deficit of $(90.8) million USD.

Although we have experienced substantial revenue growth

on an annual basis, we have incurred losses since inception.

As of December 31, 2025, we had an approximate accumulated deficit of $(109.8)

There can be no assurance that revenue growth will continue in the future.

In addition, we may experience substantial fluctuations in operating results in the future caused by various factors, including:

In addition, we may experience substantial fluctuations

in operating results in the future caused by various factors, including:

● general economic conditions;

• specific economic conditions in the food and agriculture industry;

• the impact of inflation and rising interest rates across the economy, including higher food, grocery, raw materials, transportation, energy, labor and fuel costs;

• increases in the price of raw materials, labor, wages or other inputs that our suppliers use in manufacturing and supplying products, along with logistics, transportation, shipping and other related costs, may lead to higher production and shipping costs for our products.

Any increase in the cost of inputs to our production could lead to higher costs for products in retail channels and could negatively impact our operating results and future profitability;

● specific economic conditions in the food and agriculture

● the impact of inflation and rising interest rates across

the economy, including higher food, grocery, raw materials, transportation, energy, labor and fuel costs;

● increases in the price of raw materials, labor, wages or

other inputs that our suppliers use in manufacturing and supplying products, along with logistics, transportation, shipping and other

related costs, may lead to higher production and shipping costs for our products.

Any increase in the cost of inputs to our production

could lead to higher costs for products in retail channels and could negatively impact our operating results and future profitability;

● the introduction of new products by us or our competitors;

• the mix of products sold and the mix of channels through which those products are sold.

As a strategic response to a changing competitive environment, we may elect from time to time to make, among other things, certain pricing, product, or marketing decisions, and any such decisions could have a material adverse effect on our periodic results of operations, including revenue and profits from quarter to quarter.

The loss of key personnel, or failure to attract and retain other highly qualified personnel in the future, could harm our business.

Our success depends to a significant degree upon the continued contributions of our senior operating management, including our co-founders, Reza Soltanzadeh, Chief Executive Officer, and Barthelemy Helg, non-executive Chairman of the Board.

● the mix of products sold and the mix of channels through

which those products are sold.

As a strategic response to a changing

competitive environment, we may elect from time to time to make, among other things, certain pricing, product, or marketing decisions,

and any such decisions could have a material adverse effect on our periodic results of operations, including revenue and profits from

quarter to quarter.

The loss of key personnel,

or failure to attract and retain other highly qualified personnel in the future, could harm our business.

Our success depends to a significant

degree upon the continued contributions of our senior operating management, including our co-founders, Reza Soltanzadeh, Chief Executive

Officer, and Barthelemy Helg, non-executive Chairman of the Board.

The loss of the services of Mr.

Soltanzadeh or Mr.

Helg could have a material adverse effect on our business, financial condition, results of operations, and cash flow.

Our success and future growth also will depend on our ability to attract and retain qualified management, manufacturing, technical and sales and marketing personnel.

Competition for such personnel in the industry is intense.

Helg could have

a material adverse effect on our business, financial condition, results of operations, and cash flow.

Our success and future growth also

will depend on our ability to attract and retain qualified management, manufacturing, technical and sales and marketing personnel.

for such personnel in the industry is intense.

There can be no assurance that we will be successful in attracting and retaining such personnel.

Our management team has limited experience managing a public company.

Some members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies.

Our management team may not successfully or efficiently manage being a public company that is subject to significant regulatory oversight and reporting obligations under the federal, foreign and state or provincial securities laws and the continuous scrutiny of securities analysts and investors.

These obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm its business, financial condition, results of operations, and cash flow.

Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) collectively have limited prior experience managing a public company and limited prior public company financial reporting experience.

They are and will continue to be heavily dependent on engaging and dealing with outside professional advisors, primarily accountants, lawyers, and financial advisors who are not and will not be affiliated with our independent auditors.

We do not have any formal arrangements with professionals to help our CEO and CFO and cannot provide any assurances that we will be able to establish arrangements with professionals on terms or costs that are acceptable or affordable to us.

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we incur significant legal, accounting, and other expenses that we did not incur as a private company.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which will require, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition.

In addition, the Sarbanes-Oxley Act, as well as rules adopted by the SEC and The Nasdaq Global Market to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial reporting controls and changes in corporate governance practices.

Further, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, imposes significant corporate governance and executive compensation related provisions on public companies.

Recent legislation permits companies that are emerging growth companies within the meaning of the federal securities laws (each, an “EGC”) to implement many of these requirements over a longer period and up to five years from the pricing of their initial public offering.

Shareholder activism, the current political environment and government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations,

which may lead to additional compliance costs and impact the manner in which we operate our business in ways that cannot currently be anticipated.

It is anticipated that the rules and regulations applicable to public companies have increased and will continue to increase substantially the legal and financial compliance costs incurred by us and make some activities more time-consuming and costly.

If these requirements divert the attention of our management and personnel from other business concerns, they could have an adverse effect on our business.

The increased costs will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of its products or services.

For example, it is expected that these rules and regulations will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage.

Our management team has

limited experience managing a public company.

Some members of our management team

have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly

complex laws pertaining to public companies.

Our management team may not successfully or efficiently manage being a public company that

is subject to significant regulatory oversight and reporting obligations under the federal, foreign and state or provincial securities

laws and the continuous scrutiny of securities analysts and investors.

These obligations and constituents will require significant attention

from our senior management and could divert their attention away from the day-to-day management of our business, which could harm its

business, financial condition, results of operations, and cash flow.

Our Chief Executive Officer (“CEO”)

and Chief Financial Officer (“CFO”) collectively have limited prior experience managing a public company and limited prior

public company financial reporting experience.

They are and will continue to be heavily dependent on engaging and dealing with outside

professional advisors, primarily accountants, lawyers, and financial advisors who are not and will not be affiliated with our independent

We do not have any formal arrangements with professionals to help our CEO and CFO and cannot provide any assurances that we

will be able to establish arrangements with professionals on terms or costs that are acceptable or affordable to us.

We will incur significant

increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance

As a public company, we incur significant

legal, accounting, and other expenses that we did not incur as a private company.

We are subject to the reporting requirements of the

Securities Exchange Act of 1934, as amended, or the Exchange Act, which will require, among other things, that we file with the SEC annual,

quarterly and current reports with respect to our business and financial condition.

In addition, the Sarbanes-Oxley Act, as well as rules

adopted by the SEC and The Nasdaq Capital Market to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on

public companies, including requiring establishment and maintenance of effective disclosure and financial reporting controls and changes

in corporate governance practices.

Further, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, imposes

significant corporate governance and executive compensation related provisions on public companies.

Recent legislation permits companies

that are emerging growth companies within the meaning of the federal securities laws (each, an “EGC”) to implement many of

these requirements over a longer period and up to five years from the pricing of their initial public offering.

Shareholder activism,

the current political environment and government intervention and regulatory reform may lead to substantial new regulations and disclosure

obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways that cannot

currently be anticipated.

It is anticipated that the rules and

regulations applicable to public companies have increased and will continue to increase substantially the legal and financial compliance

costs incurred by us and make some activities more time-consuming and costly.

If these requirements divert the attention of our management

and personnel from other business concerns, they could have an adverse effect on our business.

The increased costs will decrease our net

income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of its products

For example, it is expected that these rules and regulations will make it more difficult and more expensive for us to obtain

director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage.

The amount or timing of additional costs we may incur to respond to these requirements cannot be predicted or estimated.

The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as executive officers.

Our dependence on suppliers may materially adversely affect our operating results and financial position.

We have no long-term contracts with our suppliers.

Although we attempt to maintain generally a minimum of two vendors for each required food ingredient, certain raw materials and products used by us in processing our products are currently acquired or available from only one source.

For example, Puris Foods is our preferred supplier of the pea protein used for our ramen products.

We have from time-to-time experienced significant delays in the receipt of certain of our ingredients.

In the event of a disruption or other business issue with our preferred provider, we would source our pea protein from one of our other providers.

A failure by a supplier to deliver quality ingredients on a timely basis, or the inability to develop alternative sources if and as required, could result in delays which could materially adversely affect our operating results and financial position.

Manufacturing and production forecasts are based on multiple assumptions.

The impact of

these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors

or our board committees or as executive officers.

Our dependence on suppliers

may materially adversely affect our operating results and financial position.

We have no long-term contracts with

our suppliers.

Although we attempt to maintain generally a minimum of two vendors for each required food ingredient, certain raw materials

and products used by us in processing our products are currently acquired or available from only one source.

For example, Puris Foods

is our preferred supplier of the pea protein used for our ramen products.

We have from time-to-time experienced significant delays in

the receipt of certain of our ingredients.

In the event of a disruption or other business issue with our preferred provider, we would

source our pea protein from one of our other providers.

A failure by a supplier to deliver quality ingredients on a timely basis, or the

inability to develop alternative sources if and as required, could result in delays which could materially adversely affect our operating

results and financial position.

Manufacturing and production

forecasts are based on multiple assumptions.

We must adequately estimate our manufacturing capacity and inventory supply.

If we overestimate our demand and overbuilds our capacity or inventory, we may have significantly underutilized assets.

Underutilization of our manufacturing facilities can adversely affect our gross margin and other operating results.

We must accurately forecast demand for each of our products and inventory needs in order to ensure we have adequate available manufacturing capacity for each such product and to ensure we are effectively managing our inventory.

Our forecasts are based on multiple assumptions which may cause our estimates to be inaccurate and affect our ability to obtain adequate manufacturing capacity and adequate inventory supply in order to meet the demand for our products, which could prevent us from meeting increased customer demand and harm our brand and our business and, in some cases, may result in fines or indemnification obligations we must pay customers or distributors if we are unable to fulfill orders placed by them in a timely manner or at all.

If we overestimate our demand and overbuild our capacity or inventory, we may have significantly underutilized assets.

If we overestimate

our demand and overbuild our capacity or inventory, we may have significantly underutilized assets.

Underutilization of our manufacturing

facilities can adversely affect our gross margin and other operating results.

We must accurately forecast demand for

each of our products and inventory needs in order to ensure we have adequate available manufacturing capacity for each such product and

to ensure we are effectively managing our inventory.

Our forecasts are based on multiple assumptions which may cause our estimates to

be inaccurate and affect our ability to obtain adequate manufacturing capacity and adequate inventory supply in order to meet the demand

for our products, which could prevent us from meeting increased customer demand and harm our brand and our business and, in some cases,

may result in fines or indemnification obligations we must pay customers or distributors if we are unable to fulfill orders placed by

them in a timely manner or at all.

If we overestimate our demand and overbuild our capacity or inventory, we may have significantly underutilized

Underutilization of our manufacturing facilities can adversely affect our gross margin and other operating results.

If demand for our products experiences a prolonged decrease, we may be required to terminate or make penalty-type payments under certain supply chain arrangements, close or idle facilities and write down our long-lived assets, which would increase expenses.

If demand does not materialize at the rate forecasted, we may not be able to scale back our manufacturing expenses or overhead costs quickly enough to correspond to the lower than expected demand.

If product demand decreases or we fail to forecast demand accurately, our results may be adversely impacted due to higher costs resulting from lower manufacturing utilization, causing higher fixed costs per unit produced.

Further, we may be required to recognize excess or obsolete inventory write-off charges, or excess capacity charges, which would have a material negative impact on our business, financial condition, results of operations and cash flow.

We may experience volatility in costs for ingredients and packaging due to conditions that are difficult to predict.

We purchase large quantities of food ingredients.

for our products experiences a prolonged decrease, we may be required to terminate or make penalty-type payments under certain supply

chain arrangements, close or idle facilities and write down our long-lived assets, which would increase expenses.

If demand does not materialize at the

rate forecasted, we may not be able to scale back our manufacturing expenses or overhead costs quickly enough to correspond to the lower

than expected demand.

If product demand decreases or we fail to forecast demand accurately, our results may be adversely impacted due

to higher costs resulting from lower manufacturing utilization, causing higher fixed costs per unit produced.

Further, we may be required

to recognize excess or obsolete inventory write-off charges, or excess capacity charges, which would have a material negative impact on

our business, financial condition, results of operations and cash flow.

We may experience volatility

in costs for ingredients and packaging due to conditions that are difficult to predict.

We purchase large quantities of food

In addition, we purchase and use significant quantities of paper and film to package our products.

Costs of food ingredients and packaging are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, weather conditions, consumer demand, and changes in governmental trade and agricultural programs.

Volatility in the prices of ingredients and other supplies we purchase could increase our cost of sales and reduce our profitability.

Moreover, we may not be able to implement price increases for our products to cover any increased costs, and any price increases we do implement may result in lower sales volumes.

If we are not

successful in managing our ingredient and packaging costs, if we are unable to increase our prices to cover increased costs or if such price increases reduce our sales volumes, then such increases in costs may materially adversely affect our business, financial condition, results of operations and cash flow.

Our future success will depend, in part, on our ability to maintain our technological leadership, enhance our current food products, develop new food products that meet changing customer needs and preferences, advertise and market our food products, and influence and respond to emerging industry standards and other technological changes on a timely and cost-effective basis.

The market for processing our food products is characterized by rapidly changing technology, evolving industry standards, changes in customer needs and preferences and frequent new product introductions.

There can be no assurance that we will be successful in developing new food products or enhancing our existing food products on a timely basis, or that such new food products or enhancements will achieve market acceptance.

In addition, there can be no assurance that food products or technologies developed by others will not render our food products or technology uncompetitive or obsolete.

Adverse climate conditions may have an adverse effect on our business.

Increasing concentrations of greenhouse gases in the atmosphere have generally been concluded to lead to increased ambient global temperatures, as well as changes in weather patterns and the frequency and severity of extreme weather and natural disasters.

Adverse climate conditions, weather patterns, and the impact of such conditions and patterns such as drought, flood, wildfires, and rising ambient temperatures adversely impact product cultivation conditions for farmers and agricultural productivity, including by disrupting ecosystems and severely altering the growing conditions, nutrient levels, soil moisture, and water availability necessary for the growth and cultivation of crops, which would adversely affect the product quality, availability or cost of certain commodities that are necessary for our products, such as flour, paper, and edible oil.

Due to climate change, we may also be subjected to decreased availability of water, deteriorated quality of water or less favorable pricing for water, which could adversely impact our manufacturing and distribution operations.

These and other changes to the physical environment may adversely impact our operations or those of the suppliers on whom we rely.

While we may take various actions to mitigate our business risks associated with climate change, this may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with managing climate risks.

Such climate risks may materially adversely affect our business, results of operations and financial condition.

The spread of contagious diseases, natural disasters, severe weather, actual or threatened hostilities or war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty may cause global economic disruption, and its impact on our business is uncertain.

The global economy can be negatively impacted by a variety of factors such as the spread or fear of spread of contagious diseases (such as the COVID-19 pandemic, other pandemics, epidemics, or other public health crises) in locations where our products are sold, man-made or natural disasters, severe weather, actual or threatened hostilities or war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty.

Such adverse and uncertain economic conditions may impact distributor, retailer, foodservice, and consumer demand for our products and may lead to material and volatile increases in commodity pricing of raw materials used by us and in other costs incurred by us.

For example, in connection with the war in Ukraine, governments in the U.S., U.K.

and the EU have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia.

The uncertainty resulting from the military conflict in Europe has given rise and may continue to give rise to increases in costs of goods and services, scarcity of certain ingredients, increased trade barriers or restrictions on global trade.

Further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business, which could materially adversely affect our business and/or our supply chain, business partners or customers in the broader region, including potential destabilizing effects that such conflicts may pose for the European continent or the global oil and natural gas markets.

In addition, our ability to manage normal commercial relationships with our suppliers, co-manufacturers, distributors, retailers, foodservice customers, consumers, and creditors may suffer.

As global economic conditions and commodity pricing of raw materials used by us continue to be volatile or uncertain and recessionary or inflationary pressures exist, trends in consumer discretionary spending

also remain unpredictable and subject to changes.

We have seen consumers shift purchases to lower-priced or other perceived value offerings during economic downturns as a result of various factors, including job losses, inflation, higher taxes, reduced access to credit, change in federal economic policy and recent international trade disputes.

In particular, consumers have reduced the amount of plant-based food products that they purchase where there are conventional animal-based protein offerings, which generally have lower retail prices.

In addition, consumers may choose to purchase private label products, rather than branded products, because they are generally less expensive.

Distributors, retailers and foodservice customers have become more conservative in response to these conditions and have sought to reduce their inventories.

Our results of operations depend upon, among other things, our ability to maintain and increase sales volume with our existing distributors, retailer and foodservice customers, our ability to attract new consumers, the financial condition of our consumers and our ability to provide products that appeal to consumers at the right price.

Decreases in demand for our products without a corresponding decrease in costs could put downward pressure on margins and may materially adversely impact our financial results and financial position.

Prolonged unfavorable economic conditions or uncertainty would be expected to have an adverse effect on our sales and profitability, which could be material, and may result in consumers making long-lasting changes to their discretionary spending behavior on a more permanent basis.

The loss of key personnel, or failure to attract and retain other highly qualified personnel in the future, could harm our business.

The loss of the services of Mr.

Soltanzadeh or Mr.

Helg could have a material adverse effect on our business, results of operations, and financial condition.

Our success and future growth also will depend on our ability to attract and retain qualified management, manufacturing, technical and sales and marketing personnel.

Competition for such personnel in the industry is intense.

There can be no assurance that we will be successful in attracting and retaining such personnel.

Consumer spending habits, including discretionary spending on food products such as ours, are affected by many factors including:

Costs of food ingredients

and packaging are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources,

weather conditions, consumer demand, and changes in governmental trade and agricultural programs.

Volatility in the prices of ingredients

and other supplies we purchase could increase our cost of sales and reduce our profitability.

Moreover, we may not be able to implement

price increases for our products to cover any increased costs, and any price increases we do implement may result in lower sales volumes.

If we are not successful in managing our ingredient and packaging costs, if we are unable to increase our prices to cover increased costs

or if such price increases reduce our sales volumes, then such increases in costs may materially adversely affect our business, financial

condition, results of operations and cash flow.

These risks have been significantly heightened by the 2026 Iran war and the closure of the Strait of Hormuz,

which have disrupted global markets for energy, petrochemicals, and fertilizer.

The resulting increases in energy costs directly affect

our utility, freight, and packaging costs, while fertilizer price increases may increase the cost of wheat, flour, and other crop-based

ingredients used in our products.

These cost pressures may persist for an extended period regardless of when the geopolitical conflict

is resolved and may not be fully offset through pricing actions or other mitigation measures.

Our future success will

depend, in part, on our ability to maintain our technological leadership, enhance our current food products, develop new food products

that meet changing customer needs and preferences, advertise and market our food products, and influence and respond to emerging industry

standards and other technological changes on a timely and cost- effective basis.

The market for processing our food products

is characterized by rapidly changing technology, evolving industry standards, changes in customer needs and preferences and frequent new

product introductions.

Our future success will depend, in part, on our ability to maintain our technological leadership, enhance our current

food products, develop new food products that meet changing customer needs and preferences, advertise and market our food products, and

influence and respond to emerging industry standards and other technological changes on a timely and cost-effective basis.

no assurance that we will be successful in developing new food products or enhancing our existing food products on a timely basis, or

that such new food products or enhancements will achieve market acceptance.

In addition, there can be no assurance that food products

or technologies developed by others will not render our food products or technology uncompetitive or obsolete.

Adverse climate conditions

may have an adverse effect on our business.

We may take various actions to mitigate our business risks associated with climate change,

which may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with

the longer-term projections associated with managing climate risks.

Increasing concentrations of greenhouse

gases in the atmosphere have generally been concluded to lead to increased ambient global temperatures, as well as changes in weather

patterns and the frequency and severity of extreme weather and natural disasters.

Adverse climate conditions, weather patterns, and the

impact of such conditions and patterns such as drought, flood, wildfires, and rising ambient temperatures adversely impact product cultivation

conditions for farmers and agricultural productivity, including by disrupting ecosystems and severely altering the growing conditions,

nutrient levels, soil moisture, and water availability necessary for the growth and cultivation of crops, which would adversely affect

the product quality, availability or cost of certain commodities that are necessary for our products, such as flour, paper, and edible

Due to climate change, we may also be subjected to decreased availability of water, deteriorated quality of water or less favorable

pricing for water, which could adversely impact our manufacturing and distribution operations.

These and other changes to the physical

environment may adversely impact our operations or those of the suppliers on whom we rely.

While we may take various actions to mitigate

our business risks associated with climate change, this may require us to incur substantial costs and may not be successful, due to, among

other things, the uncertainty associated with managing climate risks.

Such climate risks may materially adversely affect our business,

results of operations and financial condition.

The spread of contagious

diseases, natural disasters, severe weather, actual or threatened hostilities or war, terrorist activity, political unrest, civil strife,

and other geopolitical uncertainty may cause global economic disruption, and its impact on our business is uncertain.

The global economy can be negatively

impacted by a variety of factors such as the spread or fear of spread of contagious diseases (pandemics, epidemics, or other public health

crises) in locations where our products are sold, man-made or natural disasters, severe weather, actual or threatened hostilities or war,

terrorist activity, political unrest, civil strife, and other geopolitical uncertainty.

Such adverse and uncertain economic conditions

may impact distributor, retailer, foodservice, and consumer demand for our products and may lead to material and volatile increases in

commodity pricing of raw materials used by us and in other costs incurred by us.

For example, in connection with the war in Ukraine, governments

in the U.S., U.K.

and the EU have each imposed export controls on certain products and financial and economic sanctions on certain industry

sectors and parties in Russia.

The uncertainty resulting from the military conflict in Europe has given rise and may continue to give

rise to increases in costs of goods and services, scarcity of certain ingredients, increased trade barriers or restrictions on global

Further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business, which

could materially adversely affect our business and/or our supply chain, business partners or customers in the broader region, including

potential destabilizing effects that such conflicts may pose for the European continent or the global oil and natural gas markets.

addition, our ability to manage normal commercial relationships with our suppliers, co-manufacturers, distributors, retailers, foodservice

customers, consumers, and creditors may suffer.

As global economic conditions and commodity

pricing of raw materials used by us continue to be volatile or uncertain and recessionary or inflationary pressures exist, trends in consumer

discretionary spending also remain unpredictable and subject to changes.

We have seen consumers shift purchases to lower-priced or other

perceived value offerings during economic downturns as a result of various factors, including job losses, inflation, higher taxes, reduced

access to credit, change in federal economic policy and recent international trade disputes.

In particular, consumers have reduced the

amount of plant-based food products that they purchase where there are conventional animal-based protein offerings, which generally have

lower retail prices.

In addition, consumers may choose to purchase private label products, rather than branded products, because they

are generally less expensive.

Distributors, retailers and foodservice customers have become more conservative in response to these conditions

and have sought to reduce their inventories.

Our results of operations depend upon, among other things, our ability to maintain and increase

sales volume with our existing distributors, retailer and foodservice customers, our ability to attract new consumers, the financial condition

of our consumers and our ability to provide products that appeal to consumers at the right price.

Decreases in demand for our products

without a corresponding decrease in costs could put downward pressure on margins and may materially adversely impact our financial results

and financial position.

Prolonged unfavorable economic conditions or uncertainty would be expected to have an adverse effect on our sales

and profitability, which could be material, and may result in consumers making long-lasting changes to their discretionary spending behavior

on a more permanent basis.

Consumer spending habits,

including discretionary spending on food products such as ours, are affected by many factors including:

● prevailing economic conditions, including interest rates;

4 unchanged sentences

● increased uncertainty related to tariffs;

• impacts on food prices, especially in regards to our supplies;

● impacts on food prices, especially in regard to our supplies;

● consumer confidence.

Weakness or uncertainty regarding the economy, both domestic and international, as a result of reactions to consumer credit availability, increasing energy prices, inflation, increasing interest rates, tariffs, unemployment, pandemics such as the COVID-19 pandemic and other outbreaks of illness, such as a higher than average rate of influenza, adverse weather conditions, natural disasters, war, terrorist activity or other unforeseen events could materially adversely affect consumer spending habits, which may result in lower operating revenue and materially adversely affect our business, financial condition, results of operations and cash flow.

We face market competition, and if we are unable to compete effectively with our competitors, our business and operating results could be materially adversely affected.

The food and agriculture business is highly competitive, and faces increased competition as a result of consolidation, channel proliferation, and the growth of online food retailers and new market participants.

Currently, the leading providers of food and agriculture products include large food and agriculture companies, as well as a number of smaller companies.

Many of these companies possess financial resources significantly greater than those of ours, and accordingly, could initiate and support prolonged price competition to gain market share.

In particular, the large food and agriculture companies could significantly undercut our pricing for our products.

If significant price competition were to develop, we likely would be forced to lower our prices, possibly for a protracted period, which would have a material adverse effect on our business, financial condition, results of operations and cash flow and could threaten our economic viability.

In addition, many of these large competitors possess marketing, agricultural and food processing resources greater than those of ours.

Smaller competitors, although often faced with financial barriers, typically compete on the basis of their ability to create niche markets by rapidly

introducing products of interest to local customers and then expanding.

The resulting price pressure and niche loyalties could present substantial competitive challenges for us.

A significant portion of our revenue is concentrated with a limited number of customers.

Approximately 33% of our total revenue in 2024 was derived from two customers.

A disruption or deterioration in or other business issue our relationship with any one or more of these customers could materially adversely affect our business, financial condition, results of operations and cash flow.

We could experience fluctuations in our customer base or the mix of revenue by customers as markets and strategies evolve or are affected by changes in the general economy or the food industry among other things.

Our customers’ demand for our products may fluctuate due to factors beyond our or any such customer’s control.

For example, in 2024, our customer orders were not placed at the volume nor the pace that was anticipated due to a number of factors that include, among others, the increased transportation costs, warehouse availability at customer and retailer concerns about a potential shift in retail consumption patterns as the COVID-19 pandemic subsided, all of which negatively impacted our revenue growth.

Even a meaningful change in a customers’ inventory strategy could impact the industries demand and growth for any our product.

If these customers were to reduce their purchases, we would lose a material amount or most of our current revenue.

This would result in lower gross profit and materially adversely impact our business, financial condition, results of operations and cash flow.

We may not continue to grow or maintain our active customer base, may not be able to achieve or maintain profitability, and may not be aligned with customer trends and preferences.

There are a number of trends in consumer preferences which have an impact on us and the food industry as a whole.

These include, among others, preferences for speed, convenience and ease of food preparation, natural, nutritious, and well-proportioned meals, products that are sustainably sourced and produced and are otherwise environmentally friendly, as well as a recent trend toward meat substitutes.

Concerns as to the health impacts and nutritional value of certain foods may increasingly result in food producers being encouraged or required to produce products with reduced levels of salt, sugar, and fat and to eliminate trans-fatty acids and certain other ingredients.

Consumer preferences are also shaped by concern over waste reduction and the environmental impact of products.

Our success depends on both the continued appeal of our products and, given the varied backgrounds and tastes of our customer base, our ability to offer a sufficient range of products to satisfy a broad spectrum of preferences.

Any shift in consumer preferences in the material markets in which we operate could have a material adverse effect on our business.

Weakness or uncertainty regarding the

economy, both domestic and international, as a result of reactions to consumer credit availability, increasing energy prices, inflation,

increasing interest rates, tariffs, unemployment, pandemics and other outbreaks of illness, such as a higher than average rate of influenza,

adverse weather conditions, natural disasters, war, terrorist activity or other unforeseen events could materially adversely affect consumer

spending habits, which may result in lower operating revenue and materially adversely affect our business, financial condition, results

of operations and cash flow.

We face market competition,

and if we are unable to compete effectively with our competitors, our business and operating results could be materially adversely affected.

The food and agriculture business is

highly competitive, and faces increased competition as a result of consolidation, channel proliferation, and the growth of online food

retailers and new market participants.

Currently, the leading providers of food and agriculture products include large food and agriculture

companies, as well as a number of smaller companies.

Many of these companies possess financial resources significantly greater than those

of ours, and accordingly, could initiate and support prolonged price competition to gain market share.

In particular, the large food and

agriculture companies could significantly undercut our pricing for our products.

If significant price competition were to develop, we

likely would be forced to lower our prices, possibly for a protracted period, which would have a material adverse effect on our business,

financial condition, results of operations and cash flow and could threaten our economic viability.

In addition, many of these large competitors

possess marketing, agricultural and food processing resources greater than those of ours.

Smaller competitors, although often faced with

financial barriers, typically compete on the basis of their ability to create niche markets by rapidly introducing products of interest

to local customers and then expanding.

The resulting price pressure and niche loyalties could present substantial competitive challenges

A portion of our revenue

is derived from key customers, and changes in these relationships could affect our business.

We generate a portion of our revenue

from a group of significant customers.

While our customer base has become more diversified, our business remains dependent on maintaining

relationships with key customers.

Changes in these relationships, including

reductions in orders, changes in purchasing patterns, or the loss of one or more significant customers, could adversely affect our revenue

and results of operations.

In addition, customer demand for our

products may fluctuate due to factors beyond our control, including changes in consumer preferences, inventory management practices, and

broader economic conditions.

We may not continue to grow

or maintain our active customer base, may not be able to achieve or maintain profitability, and may not be aligned with customer trends

and preferences.

There are a number of trends in consumer

preferences which have an impact on us and the food industry as a whole.

These include, among others, preferences for speed, convenience

and ease of food preparation, natural, nutritious, and well- proportioned meals, products that are sustainably sourced and produced and

are otherwise environmentally friendly, as well as a recent trend toward meat substitutes.

Concerns as to the health impacts and nutritional

value of certain foods may increasingly result in food producers being encouraged or required to produce products with reduced levels

of salt, sugar, and fat and to eliminate trans-fatty acids and certain other ingredients.

Consumer preferences are also shaped by concern

over waste reduction and the environmental impact of products.

Our success depends on both the continued appeal of our products and, given

the varied backgrounds and tastes of our customer base, our ability to offer a sufficient range of products to satisfy a broad spectrum

of preferences.

Any shift in consumer preferences in the material markets in which we operate could have a material adverse effect on

our business.

Consumer tastes are also susceptible to change.

In addition, the growing presence of alternative retail channels could negatively impact our sales if we fail to adapt.

For example, consumers with increasingly busy lifestyles are choosing the online grocery channel as a more convenient and faster way of purchasing their food products, and are also increasingly using the internet for meal ideas.

Our competitiveness, therefore, depends on our ability to predict and quickly adapt to consumer preferences and trends, exploiting profitable opportunities for product development without alienating our existing consumer base or focusing excessive resources or attention on unprofitable or short-lived trends.

In addition, the growing presence of alternative retail channels could negatively

impact our sales if we fail to adapt.

For example, consumers with increasingly busy lifestyles are choosing the online grocery channel

as a more convenient and faster way of purchasing their food products, and are also increasingly using the internet for meal ideas.

competitiveness, therefore, depends on our ability to predict and quickly adapt to consumer preferences and trends, exploiting profitable

opportunities for product development without alienating our existing consumer base or focusing excessive resources or attention on unprofitable

or short-lived trends.

All of these efforts require significant research and development and marketing investments.

If we are unable to respond on a timely and appropriate basis to changes in demand or consumer preferences and trends, our sales volumes and margins could be materially adversely affected.

If we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute our business plan or maintain our competitive position and high-level customer satisfaction.

We must continue to expand in order to maintain our competitive position and continue to meet our customers’ increasing demands for product, variety, quality and availability, and price/performance targets.

Our ability to grow depends, to a significant extent, on our ability to expand our food processing operations, which requires significant advance capital expenditures, as well as advance expenditures and commitments for facilities, personnel, and advertising.

If we are unable to

respond on a timely and appropriate basis to changes in demand or consumer preferences and trends, our sales volumes and margins could

be materially adversely affected.

If we fail to maintain adequate

operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute our business plan or maintain

our competitive position and high-level customer satisfaction.

We must continue to expand in order

to maintain our competitive position and continue to meet our customers’ increasing demands for product, variety, quality and availability,

and price/performance targets.

Our ability to grow depends, to a significant extent, on our ability to expand our food processing operations,

which requires significant advance capital expenditures, as well as advance expenditures and commitments for facilities, personnel, and

Timely access to capital markets is essential for us to achieve our business plan.

We will need to raise additional capital from equity or debt sources in order to finance our growth and capital expenditures contemplated for future periods.

There can be no assurance that we will be able to raise such capital on favorable terms or at all.

In the event that we are unable to obtain such additional capital, we may be required to reduce the scope of our presently anticipated expansion.

Our inability to achieve projected growth could have a material adverse effect on our financial condition, results of operations and cash flow and could adversely impact our ability to compete.

We will need to raise additional capital

from equity or debt sources in order to finance our growth and capital expenditures contemplated for future periods.

There can be no assurance

that we will be able to raise such capital on favorable terms or at all.

In the event that we are unable to obtain such additional capital,

we may be required to reduce the scope of our presently anticipated expansion.

Our inability to achieve projected growth could have a

material adverse effect on our financial condition, results of operations and cash flow and could adversely impact our ability to compete.

We will need to grow the size of our organization, and we may experience difficulties in managing this growth.

We are currently experiencing rapid growth and expansion.

This rapid growth has placed, and is expected to continue to place, a significant strain on our administrative, operational, and financial resources and increased demands on our systems and controls.

While we believe that our operating and financial control systems and controls are adequate to address expansion plans for the next 12 months, there can be no assurance that such systems and controls will be adequate to maintain and effectively monitor future growth.

Failure to continue to upgrade our operating and financial control systems or unexpected expansion difficulties could adversely affect our business, financial condition, results of operations and cash flow.

We anticipate that our continued growth will require us to recruit and hire a substantial number of new managerial, agricultural and food processing, and sales and marketing personnel.

The war in Ukraine, and the sanctions in place, could adversely affect global energy and financial markets thus potentially affecting our business and customers.

The outbreak of war in Ukraine has already affected global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy.

Russia’s military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union, and other countries against Russia.

Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the global markets, our customers’ businesses and potentially our business.

At this time, we (i) do not have any direct business or contracts with any Russian or Ukraine entity as a supplier or customer, (ii) do not have any knowledge whether any of our customers or suppliers have any direct business or contracts with any Russian entity, (iii) do not believe that our business segment, products, lines of service, projects or operations are materially impacted by supply chain disruptions resulted from the war in Ukraine, and (iv) have not been materially financially affected by the war in Ukraine.

The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict, but could be substantial.

Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section.

We run the risk of crop failures largely dependent on factors outside of our control.

Our ability to ensure a continuing supply of ingredients at competitive prices depends on many factors beyond our control, such as the number and size of farms that grow certain crops such as wheat, the vagaries of these farming businesses (including poor harvests impacting the quality of the peas grown), changes in national and world economic conditions, including as a result of COVID-19 or the outbreak of hostilities or war, tariffs and our ability to forecast our ingredient requirements.

The high-quality ingredients used in many of our products are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes, hurricanes, and pestilence.

Adverse weather conditions and natural disasters can lower crop yields and reduce crop size and quality, which in turn could reduce the available supply of, or increase the price of, quality ingredients.

In addition, we purchase some ingredients and other materials offshore, and the price and availability of such ingredients and materials may be affected by political events or other conditions in these countries or tariffs, trade wars, or the outbreak of hostilities or war.

We also compete with other food producers in the procurement of ingredients, and this competition may increase in the future if consumer reduced or there is greater demand for such ingredients from us and others, we may not be able to obtain sufficient supply that meets our strict quality standards on favorable terms, or at all, which could materially adversely impact our ability to supply products and may materially adversely affect our business, financial condition, results of operations, and cash flow.

Our business is subject to an increasing focus on environmental and social impact matters.

In recent years, there has been an increasing focus by shareholders – including employees, customers, suppliers, governmental and non-governmental organizations and investors – on environmental and social impact matters.

A failure, whether real or perceived, to address environmental and social impact matters or to achieve progress on our environmental and social impact initiatives on the anticipated timing or at all, could materially adversely affect our business, including by heightening other risks disclosed in these Risk Factors, such as those related to consumer behavior, consumer perceptions of our brand, labor availability and costs, supply chain interruptions, commodity costs, and legal and regulatory complexity.

Conversely, our taking a position, whether real or perceived, on environmental and social impact, public policy, geopolitical and similar matters could also materially adversely impact our business.

The standards we set for ourselves regarding environmental and social impact matters, and our ability to meet such standards, may also impact our business.

Moreover, the standards by which certain

environmental and social impact matters are measured are also evolving and subject to assumptions that could change over time.

Changes in commodity costs and other operating costs could materially adversely affect our results of operations.

Our profitability depends in part on our ability to anticipate and react to changes in commodity costs (including vegetables, dairy and grains), supplies, fuel, utilities, distribution and other operating costs, including labor costs.

Increases in commodity costs could adversely impact our business, financial condition, results of operations and cash flow.

Our business is susceptible to increases in commodity and other operating costs as a result of various factors beyond our control, such as general economic conditions, inflation, industry demand, energy costs, food safety concerns, animal disease outbreaks, product recalls and government regulations.

This susceptibility is heightened to increases in commodity and other operating costs by our lack of long-term supply contracts and, in the case of our use of pea protein, our use of a sole supplier.

Increasing weather volatility or other long-term changes in weather patterns, including related to climate change, could have a significant impact on the price or availability of some of our ingredients.

In addition, our supply chain is subject to increased costs arising from actual or perceived effects of climate change, greenhouse gas emissions and scarcity of energy and water resources.

The ongoing and long-term costs of these impacts could have a material adverse effect on our business if not properly mitigated.

We could also be adversely impacted by the cost of products raised or grown in accordance with our responsible sourcing criteria, including those related to environmental sustainability, as the availability of products that can be assured to meet those criteria are generally smaller and more concentrated, and may be more costly, than the markets for conventionally grown products that are not assured to meet those criteria.

We cannot predict whether we will be able to anticipate and react to changing commodity costs by adjusting our purchasing practices or by passing on any price increases to our customers, and a failure to do so could materially adversely affect our business, financial condition, results of operations and cash flow.

There can be no assurance that future cost increases, including as a result of inflation, can be offset by product prices or that our current or prices will be fully absorbed by our customers without any resulting change to their demand for our products, which in turn could adversely affect our business, financial condition, results of operations and cash flow.

Risk Related to Technology and Intellectual Property

In addition, there can be no assurance that food products or technologies developed by others will not render our food products or technology uncompetitive or obsolete.

Our business depends on our use of proprietary technology relying heavily on laws to protect it.

Our success and ability to compete is dependent in part upon our technology, although we believe that our success is more dependent upon our development and distribution expertise than our proprietary rights.

We rely on a combination of patent, copyright, trademark and trade secret laws, and contractual restrictions to establish and protect our technology.

There can be no assurance that the steps taken by us will be adequate to prevent misappropriation of our technology or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology.

Inadequate technical and legal intellectual property (IP) protections could prevent us from defending or securing our proprietary technology and IP.

Our commercial success depends in part on our ability to protect our intellectual property and proprietary technologies.

We rely on a combination of patent protection, where appropriate and available, copyrights, trade secrets and trademark laws, as well as confidentiality and other contractual restrictions to protect our proprietary technology.

However, these legal means afford only limited protection and may not adequately protect our proprietary technology or permit us to gain or keep a competitive advantage.

Our intellectual property consists principally of patents, trademarks, and trade secrets.

There can be no assurance about which, if any, patents will issue from these applications, the breadth of any such patents, or whether any issued patents will be found invalid and unenforceable or will be threatened by third parties.

Any successful opposition to these patents or any other patents owned by or, if applicable in the future, licensed to us could deprive us of rights necessary for the successful commercialization of products that we may develop.

Since patent applications in most countries are confidential for a period of time after filing (in most cases 18 months after the filing of the priority application), we cannot be certain that we were the first to file on the technologies covered in several of the patent applications related to our technologies or products.

Patent law can be highly uncertain and involve complex legal and factual questions for which important principles remain unresolved.

In the United States, and in many international jurisdictions, policy regarding the breadth of claims allowed in patents can be inconsistent or unclear.

Supreme Court and the Court of Appeals for the Federal Circuit have made, and will likely continue to make, changes in how the patent laws of the United States are interpreted.

Similarly, international courts and governments have made, and will continue to make, changes in how the patent laws in their respective countries are interpreted.

We cannot predict future changes in the interpretation of patent laws by judicial bodies or changes to patent laws that might be enacted into law by legislative bodies.

Any cybersecurity-related attack, significant data breach, or disruption of the information technology systems, infrastructure, network, third-party processors, or platforms on which we rely could damage our reputation and materially adversely affect our business, and financial results.

Our operations rely on information technology systems for the use, storage, and transmission of sensitive and confidential information with respect to our customers, our employees, and other third parties.

A malicious cybersecurity-related attack, intrusion, or disruption by either an internal or external source or other breach of the systems on which our platform and products operate, and on which our employees conduct business, could lead to unauthorized access to, use of, loss of, or unauthorized disclosure of sensitive and confidential information, disruption of our services, viruses, worms, spyware, or other malware being served from our platform, networks, or systems;

and resulting regulatory enforcement actions, litigation, indemnity obligations, and other possible liabilities, as well as negative publicity, which could damage our reputation, impair sales, and harm our business.

Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers of products and services have been and are expected to continue to be targeted.

In addition to traditional computer “hackers,” malicious code (such as viruses and worms), phishing, employee theft, or misuse and denial-of-service attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions).

Cyberattacks may also gain publishing access to our customers’ accounts on our platform, using that access to publish content without authorization.

Despite efforts to create security barriers to such threats, it is not feasible, as a practical matter, for us to entirely mitigate these risks.

If our security measures are compromised as a result of third-party action, employee, customer, or user error, malfeasance, stolen, or fraudulently obtained log-in credentials or otherwise, our reputation would be damaged, our data, information or intellectual property, or those of our customers may be destroyed, stolen, or otherwise compromised, our business may be harmed and we could incur significant liability.

We have not always been in the past and may be unable in the future to anticipate or prevent techniques used to obtain unauthorized access to or compromise of our systems because they change frequently and are generally not detected until after an incident has occurred.

We cannot be certain that we will be able to prevent vulnerabilities in our software or address vulnerabilities that we may become aware of in the future.

In the past, we have experienced a cybersecurity-related incident.

While it is believed that no information of ours or our customers was compromised as a result of the incident, we cannot be certain that will be the case in the future.

Further, as we rely on third-party cloud infrastructure, we depend in part on third-party security measures to protect against unauthorized access, cyberattacks, and the mishandling of data and information.

If these third parties fail to adhere to adequate data security procedures, or in the event of a breach of their networks, our own, and our customers’ data may be improperly accessed, used, or disclosed.

Any cybersecurity event, including any vulnerability in our software, cyberattack, intrusion, or disruption or any failure or breach unrelated to our own action or inaction, could result in significant increases in costs, including costs for remediating the effects of such an event;

lost revenue due to network downtime, a decrease in customer and user trust;

increases in insurance premiums due to cybersecurity incidents;

increased exposure to a risk of litigation and possible liability;

increased costs to address cybersecurity issues and attempts to prevent future incidents;

and harm to our business, financial condition, results of operations and cash flow, and our reputation because of any such incident.

Our existing general liability insurance coverage and coverage for cyber liability or errors or omissions may not continue to be available on acceptable terms or may not be available in sufficient amounts to cover one or more large claims and our insurer may deny coverage with respect to future claims.

successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, would harm our business.

Many governments have enacted laws requiring companies to provide notice of data security incidents involving certain types of personal data.

Risks Related to Legal and Regulatory Matters

We are subject to government regulation and industry policy risks that may change and cause us to no longer comply.

Our operations are subject to extensive regulation by the FDA, the U.S.

We are currently experiencing rapid

growth and expansion.

This rapid growth has placed, and is expected to continue to place, a significant strain on our administrative,

operational, and financial resources and increased demands on our systems and controls.

While we believe that our operating and financial

control systems and controls are adequate to address expansion plans for the next 12 months, there can be no assurance that such systems

and controls will be adequate to maintain and effectively monitor future growth.

Failure to continue to upgrade our operating and financial

control systems or unexpected expansion difficulties could adversely affect our business, financial condition, results of operations and

We anticipate that our continued growth will require us to recruit and hire a substantial number of new managerial, agricultural

and food processing, and sales and marketing personnel.

Geopolitical conflicts, including the war

in Iran and the closure of the Strait of Hormuz, have disrupted global energy and commodity markets and could materially adversely affect

our business.

The ongoing war involving the United States and

Israel against Iran, which began on February 28, 2026, has caused severe disruption to global energy, commodity, and supply chain markets.

Iran’s closure of the Strait of Hormuz, a critical maritime chokepoint through which approximately 20% of the world’s seaborne oil and

a significant share of global liquefied natural gas pass, has been described by the International Energy Agency as the largest supply

disruption in the history of the global oil market.

Oil prices have surged significantly since the conflict began, and the closure has

disrupted global trade in energy, fertilizer, petrochemicals, and other commodities.

These disruptions directly affect our business

in several ways:

● Energy and fuel costs.

The surge in oil and natural gas prices

has increased transportation, freight, and utility costs at our manufacturing facility in Saluda, South Carolina, and throughout our

distribution network.

● Packaging costs.

A substantial portion of global polyethylene

and polypropylene exports originates from the Middle East and relies on the Strait of Hormuz for shipping.

The disruption to petrochemical

supply chains has increased the cost of plastic packaging materials used for our products.

● Fertilizer and ingredient costs.

The Strait of Hormuz is a major

transit route for globally traded fertilizer, including nitrogen-based fertilizers produced from natural gas.

Rising fertilizer costs

increase the cost of crops, including wheat and other grains used in our products.

● Macroeconomic conditions.

Elevated energy prices, inflationary

pressures, and heightened geopolitical uncertainty may reduce consumer disposable income and discretionary spending, including spending

on our products.

Peace talks between the United States and Iran

have not yielded a resolution as of the date of this filing, and the duration and geographic scope of the conflict remain uncertain.

the Strait of Hormuz remains closed for an extended period, or if the conflict escalates further, the impact on global commodity markets,

supply chains, and macroeconomic conditions could be severe and prolonged.

Industry analysts have projected that the impact on food prices

and packaging costs may persist for 12 to 24 months even after the underlying geopolitical conflict is resolved.

In addition, the continuing war in Ukraine and related sanctions continue

to contribute to volatility in energy and grain markets.

The combined effect of these geopolitical events on global energy, food, and

commodity markets could materially adversely affect our business, financial condition, results of operations, and cash flows.

We are subject to risks

related to the availability and cost of agricultural commodities and ingredients, which are largely dependent on factors outside of our

Our ability to secure a consistent supply

of ingredients at competitive prices depends on factors beyond our control, including agricultural conditions, the availability and scale

of farms producing key crops (such as wheat and peas), the financial stability of suppliers, and broader economic conditions.

These factors

may be further affected by geopolitical events, including ongoing conflicts in Ukraine and the Middle East, related sanctions, trade restrictions,

and disruptions to global energy markets, transportation routes, and supply chains.

The ingredients used in our products

are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, earthquakes,

hurricanes, extreme temperatures, frosts, and pest infestations, as well as longer-term shifts in climate patterns.

These conditions can

reduce crop yields and quality and increase volatility in supply and pricing, which may increase our cost of goods sold and adversely

affect our margins.

We source certain ingredients and materials

internationally, and their price and availability may be affected by political instability, tariffs, trade policies, currency fluctuations,

and the outbreak or escalation of hostilities or war, as well as disruptions to shipping routes or ports.

In addition, we compete with

other food producers for key ingredients, and supply constraints or increased demand may result in higher costs or limited availability.

If we are unable to obtain sufficient

quantities of ingredients that meet our quality standards on favorable terms, or at all, our ability to manufacture and supply products

may be adversely affected, which could materially adversely affect our business, financial condition, results of operations, and cash

Our business may be affected

by evolving expectations relating to environmental and sustainability matters.

Stakeholders, including customers and

investors, have expressed and may continue to express expectations regarding environmental, sustainability, and sourcing practices.

expectations may influence purchasing decisions, brand perception, and business relationships.

In addition, our public statements or

initiatives relating to these matters may expose us to reputational risk if such statements are challenged or not achieved.

our decisions regarding whether and how to address these matters may also impact our brand and customer relationships.

in commodity costs and other operating costs could materially adversely affect our results of operations.

profitability depends in part on our ability to manage changes in commodity costs, including key ingredients such as grains and plant-based

inputs, as well as fuel, utilities, distribution, and labor costs.

These costs are subject to volatility due to factors beyond our control,

including general economic conditions, inflation, supply and demand dynamics, and energy prices.

in commodity and operating costs may not be fully offset through pricing actions or other cost mitigation measures, and any inability

to do so could adversely affect our margins and results of operations.

addition, weather variability and longer-term changes in climate patterns may impact the availability and cost of certain ingredients.

Our efforts to source ingredients that meet our product specifications and sourcing standards may also result in higher or more variable

risks have been heightened by the 2026 Iran war and the closure of the Strait of Hormuz.

The resulting disruptions to global energy and

petrochemical markets have increased our utility, freight, and packaging costs and may continue to do so for an extended period.

fertilizer price increases attributable to the disruption of Strait of Hormuz trade routes may increase the cost of wheat, flour, and

other crop-based ingredients used in our products.

Related to Technology and Intellectual Property

success depends in part on our ability to innovate and respond to changing consumer preferences and industry developments.

market for our products is characterized by evolving consumer preferences, changing industry standards, and ongoing product innovation.

Our future success depends, in part, on our ability to enhance existing products, develop new products that meet changing customer needs,

and respond to technological and industry developments in a timely and cost-effective manner.

can be no assurance that we will successfully develop new products or improve existing products, or that such products will achieve market

In addition, products or technologies developed by competitors may render our offerings less competitive or obsolete.

business depends on our ability to protect our intellectual property and proprietary technology.

success and ability to compete depend in part on our proprietary technology, formulations, and processes.

We rely on a combination of

patent, trademark, copyright, and trade secret laws, as well as contractual protections, to protect our intellectual property.

protections may be limited, and there can be no assurance that they will prevent misappropriation or unauthorized use of our technology,

or that competitors will not independently develop similar or superior technologies.

intellectual property rights may be difficult to enforce and may not provide meaningful protection.

commercial success depends in part on our ability to secure and enforce intellectual property rights.

We may not be successful in obtaining

or maintaining patent protection for our technologies, and any patents that are issued may be challenged, invalidated, or circumvented.

addition, intellectual property laws, including patent laws, are complex and subject to evolving interpretation, which may affect the

scope and enforceability of our rights.

As a result, our intellectual property may not provide us with a sustained competitive advantage.

Cybersecurity

incidents or disruptions to our information technology systems could adversely affect our business.

rely on information technology systems and third-party service providers to support our operations.

These systems may be vulnerable to

cybersecurity incidents, including unauthorized access, data breaches, malware, phishing, and other attacks.

cybersecurity incident could result in the loss, theft, or unauthorized disclosure of sensitive information, disruption of our operations,

reputational harm, and potential legal or financial exposure.

While we maintain measures designed to protect our systems, such measures

may not be effective against all threats, which continue to evolve in sophistication.

also rely on third-party service providers, including cloud-based platforms, and any failure of these providers to maintain adequate

security could adversely affect our operations.

have experienced cybersecurity incidents in the past, and while such incidents have not had a material impact to date, there can be no

assurance that future incidents will not have a material adverse effect on our business.

insurance coverage may be insufficient to cover certain risks.

insurance coverage, including general liability and cyber liability insurance, may not be available on acceptable terms or in sufficient

amounts to cover potential claims.

In addition, insurers may deny coverage for certain claims.

uninsured or underinsured losses, or changes in insurance coverage, including increased premiums or deductibles, could adversely affect

our financial condition and results of operations.

Related to Legal and Regulatory Matters

are subject to government regulation and failure to comply could adversely affect our business.

operations are subject to extensive regulation by the FDA, the U.S.

Department of Agriculture and other national, state, and local authorities.

Specifically, we are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA.

This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food.

Under this program the FDA regulates manufacturing practices for foods through its current good manufacturing practices (“cGMPs”) regulations and specifies the recipes for certain foods.

Our processing facilities and products are subject to periodic inspection by federal, state, and local authorities.

We seek to comply with applicable regulations through a combination of employing internal personnel to ensure quality-assurance compliance (for example, assuring that food packages contain only ingredients as specified on the package labeling) and contracting with third-party laboratories that conduct analyses of products for the nutritional-labeling requirements.

Our failure to comply with applicable laws and regulations or maintain permits and licenses relating to our operations could subject us to civil remedies, including fines, injunctions, recalls, or seizures, as well as potential criminal sanctions, which could result in increased operating costs resulting in a material adverse effect on our business, financial condition, results of operations and cash flow.

We may be subject to changes in laws or regulations that can change on any given day.

The manufacture and marketing of food products is highly regulated.

We are subject to a variety of laws and regulations, which apply to many aspects of our business, including the sourcing of raw materials, manufacturing, packaging, labeling, distribution, advertising, sale, quality, and safety of our products.

This comprehensive

regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food.

this program the FDA regulates manufacturing practices for foods through its current good manufacturing practices (“GMPs”)

regulations and specifies the recipes for certain foods.

Our processing facilities and products are subject to periodic inspection by

federal, state, and local authorities.

seek to comply with applicable regulations through a combination of employing internal personnel to ensure quality-assurance compliance

and contracting with third- party laboratories that conduct analyses of products for the nutritional-labeling requirements.

failure to comply with applicable laws, regulations, or permit and licensing requirements could result in fines, injunctions, product

recalls, seizures, or other enforcement actions, which could adversely affect our business, financial condition, and results of operations.

in laws and regulations could adversely affect our business.

manufacture and marketing of food products is highly regulated.

We are subject to a variety of laws and regulations, which apply to many

aspects of our business, including the sourcing of raw materials, manufacturing, packaging, labeling, distribution, advertising, sale,

quality, and safety of our products.

Laws and regulations are subject to change or to the adoption of new laws and regulations.

Since the food industry is rapidly changing due to technological and other developments, there is a material likelihood that the laws and regulations applicable to us and our business will change or be newly adopted, particularly since we expect to be a developer or early adopter of technological and other developments in the food industry.

For example, the FDA and the U.S.

Department of Agriculture, other state regulators in the United States, and other similar international regulatory authorities could take action to further impact our ability to use or refer to certain terms to describe or advertise our products.

In addition, a food may be deemed misbranded if our labeling is false or misleading in any particular way, and the FDA, CFIA, EU member state authorities or other regulators could interpret the use of a term to describe our plant-based products as false or misleading or likely to create an erroneous impression regarding their composition.

Should regulatory authorities take action with respect to the use of a specific term, such that we are unable to use those terms with respect to our plant-based products, we could be subject to enforcement action or could be required to recall our products marketed using these terms.

Thus, we may be required to modify our marketing strategy, and our business, financial condition, and results of operations could be adversely affected.

Changes in or the adoption of laws and regulations could have a material effect on us, our business, financial condition, results of operations and cash flow.

We are subject to multinational requirements beyond our control.

A key component of our strategy is our planned expansion into international markets.

There can be no assurance as to our ability to obtain the capital we require to finance our expansion into these markets.

In addition, there can be no assurance as to our ability to obtain the permits and operating licenses required for us to operate or to hire and train employees or market, sell, and deliver high quality food products in these markets.

In addition to the uncertainty as to our ability to expand our international presence, there are certain risks inherent to doing business on an international level, such as unexpected changes in regulatory requirements, tariffs and other trade barriers, difficulties in staffing and managing foreign operations, longer payment cycles, problems in collecting accounts receivable, political instability, fluctuations in currency exchange rates, seasonal reductions in business activity during the summer

months in Europe and certain other parts of the world and potentially adverse tax consequences, which could adversely impact the success of, our international operations.

There can be no assurance that such factors will not have a material adverse effect on our future international operations and, consequently, on our business, financial condition, results of operations and cash flow.

Climate change, and related legislative and regulatory responses to climate change, may materially adversely impact our business.

The focus of, and levels of concern from, federal, state and local governments, non-governmental organizations and our customers, consumers and investors regarding climate change and other environmental matters continue to evolve.

New governmental requirements or changing consumer preferences could negatively impact our ability to obtain raw materials or increase our compliance costs, which could make our products more costly, less attractive to consumers than other competitive products or reduce consumer demand.

We could also lose revenue if our consumers change brands or our customers move business from us because we have not complied with their preferences and investors may choose not to invest in our securities if we do not comply with their business expectations.

Significant changes in weather patterns, including an increase in the frequency, severity and duration of extreme weather conditions and natural disasters, could also directly impact our business.

Physical risks related to these events could disrupt the operation of our supply chain and increase our production costs, impose capacity restraints or impact the types of products that consumers purchase.

These events could also compound adverse economic conditions and impact consumer confidence and discretionary spending.

As a result, the physical effects of climate change could have a long-term material adverse impact on our business and results of operations.

Risk Relating to Ownership of our Securities

Raising additional capital may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

Until such time, if ever, as we can generate substantial revenues from product sales, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaboration, and distribution arrangements.

We do not have any committed source of additional capital.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, our shareholders’ interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our shareholders’ rights as a common shareholder.

Any debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, selling our assets, making capital expenditures, declaring dividends or encumbering our assets to secure future indebtedness.

If we raise additional funds through collaboration, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams on terms that may not be favorable to us.

If we are unable to raise additional funds through equity or debt financings or other arrangements when needed or on terms acceptable to us, we would be required to delay, limit, reduce or terminate our business operations, sell assets of the Company or seek protection from creditors under bankruptcy laws.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud.

Our management team, including our CEO and CFO, concluded that our internal controls over financial reporting were not effective as of December 31, 2023 and December 31, 2024.

Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations.

In addition, any testing by us conducted in connection with our review of the adequacy of our disclosure controls and procedures or internal controls over financial reporting, or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement.

We will be required to disclose changes made in our internal controls and procedures on a quarterly basis and our management will be required to assess the effectiveness of these controls annually.

However, for as long as we are an EGC, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting.

We could be an EGC for up to five

An independent assessment of the effectiveness of our internal controls over financial reporting could detect problems that our management’s assessment might not.

Undetected material weaknesses in our internal controls over financial reporting could lead to restatements of our financial statements and require us to incur the expense of remediation.

Our Articles, together with our By-laws, and Canadian laws and regulations applicable to us may adversely affect our ability to take actions that could be deemed beneficial to our shareholders.

As an Ontario, Canada company, we are subject to different corporate requirements than a corporation organized under the laws of the United States.

Our Articles, our By-laws as well as the Ontario Business Corporation Act (“ OBCA ”), set forth various rights and obligations that are unique to us as an Ontario company.

These requirements may limit or otherwise adversely affect our ability to take actions that could be beneficial to our shareholders.

Provisions of the laws of the Province of Ontario and the federal laws of Canada may also have the effect of delaying or preventing a change of control or changes in our management.

For example, the OBCA includes provisions that require any shareholder proposal that includes nominations for the election of directors to be signed by one or more holders of shares representing in the aggregate not less than 5% of the shares or 5% of the shares of a class of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented.

The Investment Canada Act (or “ ICA ”) requires that a non-Canadian must file an application for review with the Minister responsible for the ICA and obtain approval of the Minister prior to acquiring direct control of a “Canadian business” within the meaning of the ICA, where prescribed financial thresholds are exceeded.

As a “Canadian business,” an acquisition of control of us by a non-Canadian would be subject to a suspensory review if these thresholds are exceeded.

Furthermore, limitations on the ability to acquire and hold our Common Shares may be imposed by the Competition Act (Canada).

This legislation permits the Commissioner of Competition appointed under the Competition Act (Canada) to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in us.

the food industry is rapidly changing due to technological and other developments, there is a material likelihood that the laws and regulations

applicable to us and our business will change or be newly adopted, particularly since we expect to be a developer or early adopter of

technological and other developments in the food industry.

example, regulatory authorities in the United States, Canada, Europe, and other jurisdictions may impose restrictions on the terminology

used to describe plant-based products.

If we are required to modify product labeling or marketing practices, or if our products are deemed

misbranded, we could be subject to enforcement actions or required to recall or relabel products, which could adversely affect our business.

in or the adoption of laws and regulations could have a material effect on us, our business, financial condition, results of operations

and cash flow.

are subject to risks associated with international sales and expansion.

key component of our strategy is to expand sales of our products into international markets.

Our existing and future international sales

expose us to risks associated with operating across multiple jurisdictions, including compliance with varying regulatory requirements,

tariffs and trade restrictions, and changes in trade policies.

addition, international sales may involve longer payment cycles, increased logistics complexity, currency fluctuations, and reliance

on distributors or other third parties.

ability to expand international sales will depend on a number of factors, including our ability to obtain sufficient financing, establish

and maintain relationships with distributors and customers, navigate regulatory requirements, and compete effectively in new markets.

There can be no assurance that we will be successful in executing our international sales strategy.

Climate-related

laws, regulations and evolving expectations may adversely affect our business.

state, and local governments, as well as customers, consumers, and investors, have increased their focus on climate change and other

environmental matters.

As a result, we may be subject to new or evolving laws, regulations, and disclosure requirements relating to environmental

with such requirements may increase our costs, require changes to our operations or sourcing practices, or impact how we market our products.

In addition, evolving stakeholder expectations may influence purchasing decisions, customer relationships, and investor sentiment.

to comply with applicable requirements, or to meet evolving expectations, could adversely affect our business, financial condition, and

results of operations.

Risks Related to Ownership of Our Securities

additional capital may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to our technologies

or product candidates.

such time, if ever, as we can generate substantial revenues from product sales, we expect to finance our cash needs through a combination

of equity offerings, debt financings, collaboration, and distribution arrangements.

We do not have any committed source of additional

To the extent that we raise additional capital through the sale of equity or convertible debt securities, our shareholders’

interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our shareholders’

rights as a common shareholder.

Any debt financing and preferred equity financing, if available, may involve agreements that include

covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, selling our assets, making

capital expenditures, declaring dividends or encumbering our assets to secure future indebtedness.

we raise additional funds through collaboration, distribution or licensing arrangements with third parties, we may have to relinquish

valuable rights to our technologies, future revenue streams on terms that may not be favorable to us.

If we are unable to raise additional

funds through equity or debt financings or other arrangements when needed or on terms acceptable to us, we would be required to delay,

limit, reduce or terminate our business operations, sell assets of the Company or seek protection from creditors under bankruptcy laws.

we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial

results or prevent fraud.

As a result, shareholders could lose confidence in our financial and other public reporting, which would harm

our business and the trading price of our Common Shares.

As described in Item 9.A, “Controls and Procedures,” management

has identified a material weakness in our internal control over financial reporting as of December 31, 2025 relating to insufficient

accounting and financial reporting resources, lack of segregation of duties, and inadequate controls over related party transactions

and debt covenant compliance.

This material weakness has not been remediated as of the date of this Annual Report.

internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure

controls and procedures, are designed to prevent fraud.

Any failure to implement required new or improved controls, or difficulties encountered

in their implementation could cause us to fail to meet our reporting obligations.

In addition, any testing by us conducted in connection

with our review of the adequacy of our disclosure controls and procedures or internal controls over financial reporting, or any subsequent

testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting

that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify

other areas for further attention or improvement.

will be required to disclose changes made in our internal controls and procedures on a quarterly basis and our management will be required

to assess the effectiveness of these controls annually.

However, for as long as we are an EGC, our independent registered public accounting

firm will not be required to attest to the effectiveness of our internal controls over financial reporting.

We could be an EGC for up

to five years.

An independent assessment of the effectiveness of our internal controls over financial reporting could detect problems

that our management’s assessment might not.

Undetected material weaknesses in our internal controls over financial reporting could

lead to restatements of our financial statements and require us to incur the expense of remediation.

Articles, together with our By-laws, and Canadian laws and regulations applicable to us may adversely affect our ability to take actions

that could be deemed beneficial to our shareholders.

an Ontario, Canada company, we are subject to different corporate requirements than a corporation organized under the laws of the United

Our Articles, our By-laws as well as the Ontario Business Corporation Act (“ OBCA ”), set forth various rights

and obligations that are unique to us as an Ontario company.

These requirements may limit or otherwise adversely affect our ability to

take actions that could be beneficial to our shareholders.

of the laws of the Province of Ontario and the federal laws of Canada may also have the effect of delaying or preventing a change of

control or changes in our management.

For example, the OBCA includes provisions that require any shareholder proposal that includes nominations

for the election of directors to be signed by one or more holders of shares representing in the aggregate not less than 5% of the shares

or 5% of the shares of a class of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented.

Investment Canada Act (or “ ICA ”) requires that a non-Canadian must file an application for review with the Minister

responsible for the ICA and obtain approval of the Minister prior to acquiring direct control of a “Canadian business” within

the meaning of the ICA, where prescribed financial thresholds are exceeded.

As a “Canadian business,” an acquisition of control

of us by a non-Canadian would be subject to a suspensory review if these thresholds are exceeded.

Furthermore, limitations on the ability

to acquire and hold our Common Shares may be imposed by the Competition Act (Canada).

This legislation permits the Commissioner of Competition

appointed under the Competition Act (Canada) to review any acquisition or establishment, directly or indirectly, including through the

acquisition of shares, of control over or of a significant interest in us.

shareholders may not be able to obtain judgments or enforce civil liabilities against us or our executive officers or our board of directors.

We are a corporation organized under the laws of the Province of Ontario, Canada with our registered office and domicile in Ontario.

Moreover, a number of our directors and executive officers are not residents of the United States, and all or a substantial portion of the assets of such persons are or may be located outside the United States.

As a result, investors may not be able to effect service of process within the United States upon the Company or upon such persons, or to enforce judgments obtained against the Company or such persons in U.S.

courts, including judgments in actions predicated upon the civil liability provisions of the federal securities laws of the United States.

are a corporation organized under the laws of the Province of Ontario, Canada with our registered office and domicile in Ontario.

a number of our directors and executive officers are not residents of the United States, and all or a substantial portion of the assets

of such persons are or may be located outside the United States.

As a result, investors may not be able to effect service of process

within the United States upon the Company or upon such persons, or to enforce judgments obtained against the Company or such persons

courts, including judgments in actions predicated upon the civil liability provisions of the federal securities laws of the United

It is uncertain as to whether the courts of Ontario would entertain original actions based on U.S.

federal or state securities laws, or enforce judgments from U.S.

courts against us or our officers and directors which originated from actions alleging civil liability under U.S.

federal or state securities

laws, or enforce judgments from U.S.

courts against us or our officers and directors which originated from actions alleging civil liability

federal or state securities laws.

The United States and Canada currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments.

The price of our Common Shares may be volatile, and you could lose all or part of your investment.

The trading price of our Common Shares is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume.

The United States and Canada currently do not have a treaty providing for the reciprocal

recognition and enforcement of judgments.

price of our Common Shares may be volatile, and you could lose all or part of your investment.

trading price of our Common Shares has been and is likely to continue to be highly volatile and could be subject to wide fluctuations

in response to various factors, some of which are beyond our control, including limited trading volume.

These factors include:

• changes in laws or regulations applicable to our products;

• adverse developments concerning our manufacturers or our manufacturing plans;

• our ability to effectively manage its growth;

• announcements of significant acquisitions, strategic partnerships, joint ventures, or capital commitments by us or our competitors;

• actual or anticipated variations in quarterly operating results;

• our cash position;

• our failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public;

• changes in the market valuations of similar companies;

• overall performance of the equity markets;

• sales of the Company Common Shares by us or our shareholders in the future;

• trading volume of the Company Common Shares;

• changes in accounting practices;

• ineffectiveness of our internal controls;

• disputes or other developments relating to proprietary rights, including patents, litigation matters, and our ability to obtain patent protection for our technologies;

• significant lawsuits, including patent or shareholder litigation;

• general political and economic conditions;

• other events or factors, many of which are beyond our control.

We may issue additional shares or other equity securities without your approval, which would dilute your ownership interest in us and may depress the market price of our shares.

We may issue additional shares or other equity securities in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or grants under the Incentive Plan without shareholder approval in a number of circumstances.

The issuance of additional shares or other equity securities could have one or more of the following effects:

• our existing shareholders’ proportionate ownership interest will decrease;

• the amount of cash available per share, including for payment of dividends in the future, may decrease;

• the relative voting strength of each previously outstanding share may be diminished;

• the market price of our shares may decline.

General Risk Factors

The global scope of our business subjects us to risks that could negatively affect our business.

We encounter differing and evolving cultural, regulatory, geopolitical and economic environments within and among the more than seven countries where our products are distributed and sold, and our ability to achieve our business objectives depends on the success in these environments.

The risks inherent in our global operating environment, and our global success is partially dependent on our ability to leverage operating successes across markets and brand perceptions.

Disruptions in operations or price volatility in a market can also result from governmental actions (whether proposed or realized, unilateral or bilateral), such as price, foreign exchange or trade-related tariffs or controls, trade policies and regulations, sanctions and counter sanctions, government-mandated closure of our suppliers’ operations, and asset seizures.

Such disruptions or volatility can also result from acts of war, terrorism or other hostilities.

The broader impact of acts of war and related sanctions, including on macroeconomic conditions, geopolitical tensions, consumer demand, may also have a material adverse impact on our business and financial results.

While we may face challenges and uncertainties in any of the markets in which we operate, such challenges and uncertainties are often heightened in developing markets, which may entail a relatively higher risk of political instability, economic volatility, crime, corruption and social and ethnic unrest.

In many cases, such challenges may be exacerbated by the lack of an independent and experienced judiciary and uncertainty in how local law is applied and enforced, including in areas most relevant to commercial transactions and foreign investment.

An inability to manage effectively the risks associated with our international operations could materially adversely affect our business and financial results.

Unfavorable general economic conditions could adversely affect our business, financial condition, results of operation and cash flow.

Our business, financial condition, results of operations and cash flow are substantially affected by economic conditions, including inflationary pressures, which can vary significantly by market and can impact consumer disposable income levels and spending habits.

Economic conditions can be impacted by a variety of factors, including hostilities, epidemics, pandemics and actions taken by governments to manage national and international economic matters, whether through austerity, stimulus measures or trade measures, and initiatives intended to control wages, unemployment, credit availability, inflation, taxation and other economic drivers.

Sustained adverse economic conditions or periodic adverse changes in economic conditions put pressure on our operating performance and business continuity disruption planning, and our business, financial condition, results of operations and cash flow may suffer as a result.

As current tariffs are implemented, or if additional or increased tariffs or other restrictions are placed on foreign imports or any related counter-measures are taken by other countries, our business, financial condition, results of operations and cash flow could be harmed.

Most of our imported products are subject to duties, indirect taxes, quotas and non-tariff trade barriers, any of which may limit the quantity of products that we may import into the U.S.

and other countries or may

impact the cost of such products.

To maximize opportunities, we rely on free trade agreements and other supply chain initiatives, and, as a result, we are subject to government regulations and restrictions with respect to our cross-border activity.

Additionally, we are subject to government regulations relating to importation activities, including related to U.S.

Customs and Border Protection (“ CBP ”) withhold release orders.

The imposition of taxes, duties and quotas, the withdrawal from or material modification to trade agreements, and/or if CBP detains shipments of our goods pursuant to a withhold release order could have a material adverse effect on our business, financial condition, results of operations and cash flow.

In the United States, the Trump Administration has implemented tariffs and has signaled that it may implement additional or increased tariffs, other trade restrictions, or may alter trade agreements.

Such actions include limiting trade and/or imposing tariffs on imports from such countries.

Tariffs have the potential to significantly raise the cost of our products.

In such a case, there can be no assurance that we will be able to shift supply agreements to non-impacted countries, including the United States, to reduce the effects of the tariffs.

As a result, we may suffer margin erosion or be required to raise our prices, which may result in the loss of customers, negatively impact our financial condition, results of operations and cash flow, or otherwise harm our business.

In addition, the imposition of tariffs on products that we export to international markets could make such products more expensive compared to those of our competitors if we pass related additional costs on to our customers, which may also result in the loss of customers, negatively impact our financial condition, results of operations and cash flow, or otherwise harm our business.

Economic recessions or downturns could impair our company and harm our business, financial condition, operating results and cash flow.

Our Company may be susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods.

Adverse economic conditions also may decrease the value of collateral securing some of our loans.

Economic slowdowns or recessions could lead to financial losses and a decrease in revenues, net income and assets.

Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us.

These events could prevent us from increasing investments and harm our operating results.

Our failure to satisfy financial or operating covenants imposed by our lenders could lead to defaults and, potentially, termination of our loans and foreclosure on our secured assets, which could trigger cross- defaults under other agreements and jeopardize our ability to meet our obligations under the debt securities that we hold.

We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms.

Inflationary pressures have been elevated in recent years, and there is a risk of the economy entering a recession.

Any such recession could negatively impact the businesses in which we operate in.

in laws or regulations applicable to our products;

developments concerning our manufacturers or our manufacturing plans;

ability to effectively manage its growth;

● announcements

of significant acquisitions, strategic partnerships, joint ventures, or capital commitments

by us or our competitors;

or anticipated variations in quarterly operating results;

cash position;

● developments

relating to our financing arrangements, including compliance with debt covenants or access

failure to meet the estimates and projections of the investment community or that we may

otherwise provide to the public;

in the market valuations of similar companies;

performance of the equity markets;

of the Company Common Shares by us or our shareholders in the future;

volume of the Company Common Shares;

in accounting practices;

● ineffectiveness

of our internal controls;

or other developments relating to proprietary rights, including patents, litigation matters,

and our ability to obtain patent protection for our technologies;

● significant

lawsuits, including patent or shareholder litigation;

political and economic conditions;

events or factors, many of which are beyond our control.

may issue additional shares or other equity securities without your approval, which would dilute your ownership interest in us and may

depress the market price of our shares.

may issue additional shares or other equity securities in the future in connection with, among other things, future acquisitions, repayment

of outstanding indebtedness or grants under the Incentive Plan without shareholder approval in a number of circumstances.

issuance of additional shares or other equity securities could have one or more of the following effects:

existing shareholders’ proportionate ownership interest will decrease;

amount of cash available per share, including for payment of dividends in the future, may

relative voting strength of each previously outstanding share may be diminished;

market price of our shares may decline.

We are not currently in compliance with certain Nasdaq listing

requirements, and failure to regain compliance could result in delisting of our securities.

On January 12, 2026, we received written notice

from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that we are not in compliance

with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within twelve months of the

end of their fiscal year.

On March 2, 2026, Nasdaq accepted our compliance plan and granted us an extension until June 29, 2026 to hold

our annual shareholders’ meeting and regain compliance.

If we fail to hold our annual meeting by June 29, 2026, Nasdaq may

issue a delisting determination, although we would have the right to appeal.

A delisting of our Common Shares from Nasdaq could materially

adversely affect the liquidity and trading price of our securities, limit our ability to raise capital, and reduce the value of your investment.

In addition, our Common Shares may become subject to additional listing

requirements, including minimum bid price, market capitalization, and other continued listing standards.

Our ability to satisfy these

requirements depends on factors including our financial condition, the market price of our Common Shares, and investor sentiment, which

may be adversely affected by the events described in these risk factors.

There can be no assurance that we will maintain compliance

with all applicable Nasdaq listing requirements.

Our Board of Directors has been reconstituted

at the direction of our lender, and two of our directors were appointed pursuant to requirements of the Oxus Credit Agreement.

to the Oxus Credit Agreement, the Company was required, no later than May 11, 2026, to revise the composition of its Board of Directors

and appointing Pavel Mynzhanov and Zaure Algaziyeva (or such other individuals

acceptable to the Lender in its sole discretion).

Mynzhanov has served as a Director of Oxus Capital PTE Ltd.

since June 2022.

The appointment of lender-designated directors

may affect the Board’s ability to act independently of Oxus’s interests as our creditor, equity holder, and party to the Conversion Agreement.

There can be no assurance that the interests of the lender-appointed directors will be aligned with the interests of our other shareholders

in all circumstances, including in connection with decisions regarding the Conversion Agreement, additional financing, asset dispositions,

or other material transactions.

global scope of our business subjects us to risks that could negatively affect our business.

operate in multiple countries and are subject to differing and evolving economic, regulatory, and geopolitical conditions.

to achieve our business objectives depends, in part, on our ability to operate effectively across these environments.

international sales expose us to risks including changes in trade policies, tariffs, sanctions, and other governmental actions, as well

as geopolitical instability, including acts of war or other hostilities.

These factors may impact our supply chain, costs, and customer

addition, certain markets may present increased risks, including political or economic instability, regulatory uncertainty, and challenges

in enforcing contractual rights.

Our failure to manage these risks could adversely affect our business and financial results.

general economic conditions could adversely affect our business, financial condition, results of operation and cash flow.

business, financial condition, results of operations and cash flow are substantially affected by economic conditions, including inflationary

pressures, which can vary significantly by market and can impact consumer disposable income levels and spending habits.

Economic conditions

can be impacted by a variety of factors, including hostilities, epidemics, pandemics and actions taken by governments to manage national

and international economic matters, whether through austerity, stimulus measures or trade measures, and initiatives intended to control

wages, unemployment, credit availability, inflation, taxation and other economic drivers.

Sustained adverse economic conditions or periodic

adverse changes in economic conditions put pressure on our operating performance and business continuity disruption planning, and our

business, financial condition, results of operations and cash flow may suffer as a result.

Tariffs, trade restrictions, and the evolving

U.S.-Canada trade environment, including the outcome of the CUSMA review process, could increase our costs and adversely affect our operations.

Our business is subject to tariffs, duties, and

other trade restrictions that may increase our input costs, affect our supply chain, or limit our ability to source materials or sell

products in certain markets.

Since early 2025, the United States and Canada

have been engaged in a significant trade dispute involving reciprocal tariffs.

In February 2026, the U.S.

Supreme Court struck down certain

tariffs previously imposed under the International Emergency Economic Powers Act.

administration subsequently imposed a global

10% tariff under Section 122 of the Trade Act of 1974, with CUSMA-compliant goods generally exempt.

However, tariffs on steel, aluminum,

and certain derivative products remain in effect at elevated rates under Section 232 of the Trade Expansion Act of 1962, with no CUSMA

Canada has imposed retaliatory counter-tariffs on certain U.S.

imports, including tariffs on steel and aluminum products.

As a Canadian-incorporated company with U.S.-based

manufacturing operations, we face a complex and evolving tariff environment.

Our products are manufactured in the United States and sold

domestically and internationally, including in Canada and Latin America.

We source certain ingredients and materials from suppliers in

the United States, Canada, and other jurisdictions.

Changes in tariff rates, the availability or scope of CUSMA exemptions, the outcome

of the CUSMA review process (which is currently scheduled for July 1, 2026), or the imposition of new tariffs or trade restrictions by

the United States, Canada, or other countries could increase our raw material or distribution costs, affect the competitiveness of our

products, or disrupt our supply chain.

We may not be able to shift supply arrangements

to alternative sources on acceptable terms, or at all.

Price increases to offset higher costs could reduce demand for our products.

imposition of tariffs or trade restrictions by foreign jurisdictions on our products could make our products less competitive in those

Any of these factors could materially adversely affect our business, financial condition, results of operations, and cash flows.

We are also subject to importation-related regulations,

including those enforced by U.S.

Customs and Border Protection (“CBP”), such as withhold release orders.

The imposition of duties,

quotas, or other trade measures, the withdrawal or modification of trade agreements, or delays or detentions of our shipments by CBP could

disrupt our supply chain and adversely affect our operations and financial results.

The 2026 Iran war and related energy market

disruptions may contribute to a broader economic downturn, inflation, and recession, which could materially adversely affect consumer

demand for our products and impair our ability to raise capital.

The 2026 Iran war and the closure of the Strait

of Hormuz have triggered a global energy supply disruption that has been characterized as the largest in the history of the world oil

The resulting surge in oil, natural gas, and petrochemical prices has contributed to broad-based inflationary pressures across

the global economy, including elevated fuel costs, transportation costs, and food prices.

Central banks may delay or reverse planned interest

rate reductions in response to higher inflation, which could further constrain consumer spending and economic growth.

The Federal Reserve Bank of Dallas has estimated

that the Strait of Hormuz closure could reduce global real GDP growth by approximately 2.9 percentage points on an annualized basis.

observers have projected that elevated food and packaging costs may persist for 12 to 24 months even after the conflict ends.

conditions result in a sustained economic downturn, recession, or prolonged period of elevated inflation, consumer demand for our products

could decline, and our ability to maintain pricing, margins, and profitability could be adversely affected.

In addition, our ability to raise capital, refinance our debt, and

attract new investors or lenders may be adversely affected by broader market volatility and investor risk aversion associated with geopolitical

uncertainty and macroeconomic deterioration.

These conditions may compound the liquidity and going concern risks described elsewhere

in these risk factors.

recessions or downturns could impair our company and harm our business, financial condition, operating results and cash flow.

Company may be susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods.

Adverse economic

conditions also may decrease the value of collateral securing some of our loans.

Economic slowdowns or recessions could lead to financial

losses and a decrease in revenues, net income and assets.

Unfavorable economic conditions also could increase our funding costs, limit

our access to the capital markets or result in a decision by lenders not to extend credit to us.

These events could prevent us from increasing

investments and harm our operating results.

failure to satisfy financial or operating covenants imposed by our lenders could lead to defaults and, potentially, termination of our

loans and foreclosure on our secured assets, which could trigger cross-defaults under other agreements and jeopardize our ability to

meet our obligations under the debt securities that we hold.

We may incur expenses to the extent necessary to seek recovery upon default

or to negotiate new terms.

pressures have been elevated in recent years, and there is a risk of the economy entering a recession.

Any such recession could negatively

impact the businesses in which we operate in.

These impacts may include:

• severe declines in the market price of our securities;

• inability of the Company to pay any dividends and distributions or service our debt;

• declines in the value of our investments;

• increased risk of default or bankruptcy;

• increased risk of our ability to weather an extended cessation of normal economic activity and thereby impairing their ability to continue functioning as a going concern;

• limited availability of new investment opportunities.

declines in the market price of our securities;

of the Company to service our debt;

in the value of our investments;

risk of default or bankruptcy;

risk of our ability to weather an extended cessation of normal economic activity and thereby

impairing their ability to continue functioning as a going concern;

availability of new investment opportunities.

Unresolved Staff Comments

Cybersecurity

We maintain processes designed to assess, identify,

and manage material risks from cybersecurity threats.

These processes are integrated into our broader enterprise risk management activities

and are overseen by our Director of Operations, with support from external information technology consultants.

Our cybersecurity risk management processes include:

risk assessments designed to identify cybersecurity threats relevant to our operations, information

systems, and data;

of firewalls, endpoint detection, multi-factor authentication, and access controls to protect

our information technology environment;

cybersecurity awareness training for employees;

response procedures designed to enable identification, containment, and remediation of cybersecurity events;

● evaluation of cybersecurity risks associated with our use

of third-party service providers, including cloud-based platforms used in our operations, marketing, and financial reporting processes.

We engage third-party information technology

consultants to assist with monitoring, vulnerability assessments, and incident response support.

We do not currently maintain a dedicated

internal cybersecurity function, which reflects our current size and stage of development.

We have experienced cybersecurity incidents in

While such incidents have not had a material impact on our business, results of operations, or financial condition to date,

there can be no assurance that future incidents will not have a material adverse effect.

We continue to evaluate and seek to enhance our

cybersecurity practices in light of evolving threats and our operational requirements.

As of the date of this Annual Report, we are not

aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including

its business strategy, results of operations, or financial condition .

However, as described in Part I, Item 1.A, “Risk Factors,”

under the heading “ Cybersecurity incidents or disruptions to our information technology systems could adversely affect our business ,”

cybersecurity risks could, in the future, materially affect the Company.

Board Oversight

Our Board of Directors is responsible for oversight

of risks from cybersecurity threats.

The Board receives periodic updates from management regarding cybersecurity matters, including the

status of any material cybersecurity incidents, the results of risk assessments, and any changes to the Company’s cybersecurity risk profile.

Management’s Role

Our Director of Operations, Mike Wells, oversees

the Company’s day-to-day coordination of cybersecurity matters and works with external service providers and consultants responsible

for identifying, assessing and responding to cybersecurity risks and incidents.

Management relies on the expertise of these external

providers for technical cybersecurity monitoring, support and incident response capabilities.

The Company relies significantly on third-party

service providers and external information technology consultants to support its information technology infrastructure and cybersecurity

functions, including network monitoring, system maintenance, data protection, and cybersecurity risk management.

Management is responsible for implementing and maintaining the Company’s

cybersecurity risk management processes, including incident response procedures, and for reporting material cybersecurity matters to the

Board on a periodic basis or on an accelerated basis in the event of a material or potentially material incident

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business