0001852973 2025-01-01 2025-12-31 0001852973 2026-07-28 0001852973 2025-06-30 0001852973 brls:Warrants1Member 2025-01-01 2025-12-31 0001852973 brls:CommonShares1Member 2025-01-01 2025-12-31 shares iso4217:USD true FY 0001852973 10-K/A true 2025-12-31 --12-31 2025 false Borealis Foods Inc. A6 001-40778 98-1638988 1540 Cornwall Rd #104 Oakville ON L6J 7W5 (905) 278-2200 Common Shares BRLS NASDAQ Warrants BRLSW NASDAQ No No Yes Yes Non-accelerated Filer true true false true false false 37900000 21463306 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: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) 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: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; andamends 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.