Cover - USD ($) $ in Millions |
12 Months Ended | |
---|---|---|
Dec. 31, 2024 |
Apr. 15, 2025 |
|
Document Information [Line Items] | ||
Document Type | 10-K/A | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Financial Statement Error Correction [Flag] | false | |
Entity Interactive Data Current | Yes | |
ICFR Auditor Attestation Flag | true | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends Borealis Foods Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2025 (the “Original Form 10-K”). We are filing this Amendment No.1 to include the information required by Part III of Form 10-K. The Part III information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. The information required by Items 10-14 of Part III is no longer being incorporated by reference to the proxy statement relating to our 2025 Annual Meeting of Shareholders. The reference on the cover of the Original Filing to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing is hereby deleted. This Amendment No. 1 is not intended to update any other information presented in the Original Filing. Accordingly, this Amendment is being filed solely to: ●amend Part III, Items 10, 11, 12, 13, and 14 of the Original Form 10-K to include the information required by and not included in such Items; ●delete the reference on the cover of the Original Form 10-K to the incorporation by reference of certain information from our proxy statement into Part III of the Original Form 10-K; and ●file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and to Section 302 of the Sarbanes-Oxley Act of 2002.This Amendment does not otherwise change or update any of the disclosures set forth in the Original Form 10-K.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. | |
Document Period End Date | Dec. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | FY | |
Entity Information [Line Items] | ||
Entity Registrant Name | Borealis Foods Inc. | |
Entity Central Index Key | 0001852973 | |
Entity File Number | 001-40778 | |
Entity Tax Identification Number | 98-1638988 | |
Entity Incorporation, State or Country Code | A6 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Public Float | $ 37.9 | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 1540 Cornwall Rd | |
Entity Address, Address Line Two | #104 | |
Entity Address, City or Town | Oakville | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | L6J 7W5 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (905) | |
Local Phone Number | 278-2200 | |
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 21,378,890 | |
Common Shares | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Shares | |
Trading Symbol | BRLS | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | BRLSW | |
Security Exchange Name | NASDAQ |