SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Rasoulian Leila (Last) (First) (Middle) C/O BOREALIS FOODS INC. 1540 CORNWALL RD., SUITE 104 (Street) OAKVILLE A6 L6J7W4 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/07/2024	3. Issuer Name and Ticker or Trading Symbol Borealis Foods Inc. [ BRLS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	3,532,505(1)	I	By Zagros Alpine Capital ULC
Class A Common Stock	127,947(2)	I	By Z Ventures Inc.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Rasoulian Leila (Last) (First) (Middle) C/O BOREALIS FOODS INC. 1540 CORNWALL RD., SUITE 104 (Street) OAKVILLE A6 L6J7W4 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Zagros Alpine Capital ULC (Last) (First) (Middle) C/O BOREALIS FOODS INC. 1540 CORNWALL RD., SUITE 104 (Street) OAKVILLE A6 L6J7W4 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Zagros Alpine Capital ULC ("Zagros") directly owns the reported shares. Reza Soltanzadeh is the spouse of Ms. Rasoulian. Ms. Rasoulian and Mr. Soltanzadeh may be deemed to share beneficial ownership of all the shares held by Zagros. Ms. Rasoulian and Mr. Soltanzadeh may be deemed to have joint voting and dispositive power over the shares held by Zagros.

2. Z Ventures Inc. ("Z Ventures") directly owns the reported shares. Reza Soltanzadeh is the spouse of Ms. Rasoulian. Ms. Rasoulian and Mr. Soltanzadeh may be deemed to share beneficial ownership of all the shares held by Z Ventures. Ms. Rasoulian and Mr. Soltanzadeh may be deemed to have joint voting and dispositive power over the shares held by Z Ventures.

Remarks:

Exhibit 24.1 Power of Attorney - Leila Rasoulian. Exhibit 24.2 Power of Attorney - Zagros Alpine Capital ULC.

	/s/ Pouneh Rahimi, Attorney-in-Fact for Leila Rasoulian	02/20/2024
	/s/ Pouneh Rahimi, Attorney-in-Fact for Zagros Alpine Capital ULC	02/20/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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