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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-K/A
(Amendment
No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
Borealis Foods Inc.
(Exact
name of registrant as specified in its charter)
| Ontario | | 001-40778 | | 98-1638988 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
| 1540 Cornwall Rd. #104 Oakville, Ontario | | L6J 7W5 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including area code: (905) 278-2200
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
Symbol(s): |
|
Name
of each exchange on which registered: |
| Common Shares | | BRLS | | Nasdaq Capital Market |
| Warrants | | BRLSW | | Nasdaq Capital Market |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the Common Shares outstanding, held by non-affiliates of the registrant, based on the closing price of $5.91, reported on the Nasdaq Capital Market, for the Common Shares on April 15, 2025, was approximately $37.9 million.
As of the date of this Amendment, 21,463,306 Common Shares of the registrant, no par value, were issued and outstanding.
EXPLANATORY
NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Borealis Foods Inc. (the “Company,” “Borealis,” “we,” “us,” or “our”) for the fiscal year ended December 31, 2025, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 2, 2026 (the “Original 10-K”).
This Amendment is being filed in response to a comment letter received from the Division of Corporation Finance of the SEC, dated July 15, 2026, with respect to the Original 10-K (the “Comment Letter”). Specifically, this Amendment addresses comments 3 and 4 of the Comment Letter, which noted that:
| (i) | the report of the independent registered public accounting firm included in the Original 10-K with respect to the fiscal year ended December 31, 2025 did not clearly identify the name of the company whose financial statements were audited, as the address block and opening sentence of the opinion referred only to “… and Subsidiaries” without naming Borealis Foods Inc.; and |
| (ii) | (ii) the Original 10-K did not include the report of the independent registered public accounting firm that audited the Company's financial statements for the fiscal year ended December 31, 2024, as required by Rule 8-02 of Regulation S-X, which requires that an annual report on Form 10-K include two years of audited financial statements together with the accompanying audit opinions. |
Accordingly, this Amendment:
| (i) | amends and restates Item 8 of Part II of the Original 10-K in its entirety to include (a) a revised report of the Company's independent registered public accounting firm for the fiscal year ended December 31, 2025 that clearly identifies Borealis Foods Inc. and Subsidiaries as the company whose financial statements were audited, and (b) the report of the independent registered public accounting firm that audited the Company's financial statements for the fiscal year ended December 31, 2024; and |
| (ii) | amends and restates Item 15 of Part IV of the Original 10-K to file, as exhibits, (a) the consent of the Company's independent registered public accounting firm with respect to its revised report on the fiscal year ended December 31, 2025 financial statements, and (b) updated certifications of the Company's principal executive officer and principal financial officer required under the Sarbanes-Oxley Act of 2002, in each case as required by Exchange Act Rule 12b-15. |
Other than as described above, this Amendment does not amend, and should be read together with, the Original 10-K, and does not reflect events occurring after the date the Original 10-K was filed, or modify or update the disclosures therein in any way other than as required to reflect the amendments described above. This Amendment does not modify or update any other items in the Original 10-K, including any forward-looking statements, and does not purport to reflect any information or events subsequent to the filing date of the Original 10-K, except as expressly set forth herein. Accordingly, this Amendment should be read in conjunction with the Original 10-K and the Company's other filings with the SEC subsequent to the date of the Original 10-K. This Amendment does not affect any other items of the Original 10-K, and all other information in the Original 10-K is unchanged and not restated herein.
References to the “Company,” “Borealis,” “we,” or “our” in this Amendment refer to Borealis Foods Inc. and, as applicable, its wholly owned and consolidated subsidiaries.
PART
II
Item
8. Financial Statements and Supplementary Data
The
financial statements of the Company as of and for the fiscal years ended December 31, 2025 and December 31, 2024, including the related
notes, are unchanged from the Original 10-K and are not repeated in this Amendment. This Item 8 is amended and restated solely to include
the following, each of which is attached to this Amendment and incorporated herein by reference:
Report
of Independent Registered Public Accounting Firm with respect to the fiscal year ended December 31, 2025, revised to identify Borealis
Foods Inc. and Subsidiaries as the company whose financial statements were audited (attached as Annex A); and
Report
of Independent Registered Public Accounting Firm with respect to the fiscal year ended December 31, 2024 (attached as Annex B).
Except
as set forth above, all other financial statements, schedules, and related notes included in Item 8 of the Original 10-K remain unchanged
and are not restated in this Amendment.
PART
IV
Item
15. Exhibits and Financial Statement Schedules.
The
following documents are filed as part of this report:
| 1. |
Financial Statements. See Part II, Item 8 above.
No financial statement schedules are required to be filed as part of this Amendment other than as set forth herein. |
| 2. |
Financial Statement Schedules. See Part II,
Item 8 above. No financial statement schedules are required to be filed as part of this Amendment other than as set forth herein. |
| 3. |
Exhibits. The Exhibits listed in the accompanying
Exhibit Index are filed or incorporated by reference as part of, or furnished with, this report. |
Exhibit
Number |
|
Description |
| 23.1 |
|
Consent of Independent Registered Public Accounting Firm (fiscal year ended December 31, 2025) |
| 31.1 |
|
Certification of Principal Executive Officer Pursuant to Rules 13A-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 |
|
Certification of Principal Financial Officer Pursuant to Rules 13A-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| |
Borealis
Foods Inc. |
| |
|
|
| Date: July 29, 2026 |
By: |
/s/
Reza Soltanzadeh |
| |
|
Reza
Soltanzadeh |
| |
|
Chief Executive Officer |
ANNEX
A
Report
of Independent Registered Public Accounting Firm — Fiscal Year Ended December 31, 2025
To
the Board of Directors and
Stockholders
of Borealis Foods Inc. and Subsidiaries
Opinion
on the Financial Statements
We
have audited the accompanying balance sheet of Borealis Foods Inc. and Subsidiaries (the Company) as of December 31, 2025, and the related
consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively
referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash
flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The
financial statements of the Company as of and for the year ended December 31, 2024, were audited by other auditors whose report dated
April 15, 2025, expressed an unqualified opinion on those statements.
Substantial
Doubt about the Company’s Ability to Continue as a Going Concern
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the substantial amount of debt coming due within the next 12 months and negative
cash flow position along with other conditions as set forth in Note 1, raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provide a reasonable basis for our opinion.
Critical
Audit Matters
Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
Carr, Riggs & Ingram, L.L.C.
We
have served as the Company’s auditor since 2026.
Palm
Beach Gardens, FL
June
1, 2026
ANNEX
B
Report
of Independent Registered Public Accounting Firm — Fiscal Year Ended December 31, 2024
To
the Board of Directors and Stockholders of Borealis Foods Inc. and Subsidiaries
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of Borealis Foods Inc. and Subsidiaries (the Company) as of December 31, 2024 and 2023,
and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the
related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the
results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in
the United States of America.
Substantial
Doubt about the Company’s Ability to Continue as a Going Concern
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the substantial amount of debt coming due within the next 12 months and negative
cash flow position along with other conditions as set forth in Note 1, raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical
Audit Matters
The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
Reverse
Recapitalization Transaction
As
described further in Note 1 to the consolidated financial statements, on February 7, 2024, Borealis Foods Inc. (“Borealis”)
consummated a merger transaction with Oxus Acquisition Corp. (“Oxus”). The merger transaction was accounted for as a reverse
recapitalization in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), in which
Borealis was determined to be the accounting acquirer and Oxus the legal acquirer based upon the terms of merger transaction.
We
identified the accounting for the reverse recapitalization as a critical audit matter because of the complexity in the determination
of the proper treatment of the transaction in accordance with U.S. GAAP, including judgments made by management to arrive at the proper
conclusion. This required a high degree of auditor judgment and increased level of effort when performing audit procedures.
Our
audit procedures performed to address the critical matter included, among others:
| ● | Review
key documents of the transaction. |
| ● | Review
Management’s analysis for the accounting treatment of the transaction and related impact. |
| ● | Review
the Opening Balance Adjustments Workbook and accounting treatment and application of audit
areas impacted. |
| ● | Verify
mathematical accuracy of supporting schedules utilized for opening balance sheet adjustments. |
| ● | Ensure
accounting treatment and application to impacted areas done in accordance with underlying
agreements and US GAAP. |
/s/
Berkowitz Pollack Brant, Advisors + CPAs
We
have served as the Company’s auditor since 2022. West Palm Beach, FL
April
15, 2025
