Cover - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2025 |
Sep. 30, 2026 |
May 28, 2026 |
|
| 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 | ||
| Amendment Flag | true | ||
| Document Period End Date | Dec. 31, 2025 | ||
| Document Fiscal Year Focus | 2025 | ||
| Document Fiscal Period Focus | FY | ||
| ICFR Auditor Attestation Flag | false | ||
| Entity Registrant Name | Borealis Foods Inc. | ||
| Entity Central Index Key | 0001852973 | ||
| Entity Tax Identification Number | 98-1638988 | ||
| Current Fiscal Year End Date | --12-31 | ||
| Entity Well-known Seasoned Issuer | No | ||
| Entity Voluntary Filers | No | ||
| Entity Current Reporting Status | No | ||
| Entity Filer Category | Non-accelerated Filer | ||
| Entity Public Float | $ 31,120 | ||
| Entity File Number | 001-40778 | ||
| Entity Shell Company | false | ||
| Entity Emerging Growth Company | true | ||
| Entity Ex Transition Period | false | ||
| Entity Small Business | true | ||
| Entity Incorporation, State or Country Code | A6 | ||
| 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 | ||
| City Area Code | (905) | ||
| Local Phone Number | 278-2200 | ||
| Entity Common Stock, Shares Outstanding | 21,463,306 | ||
| Amendment Description | This Amendment No. 2 on Form 10-K/A (this “Amendment No. 2”) 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”), as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on July 29, 2026 (“Amendment No. 1”).This Amendment No. 2 is being filed in response to comments received from the Division of Corporation Finance of the SEC in letters dated July 15, 2026 and September 21, 2026 with respect to the Original 10-K and Amendment No. 1. Specifically: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 identify Borealis Foods Inc. by name as the company whose financial statements were audited;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; andAmendment No. 1 did not restate Item 8 of Part II of the Original 10-K in its entirety, as required by Exchange Act Rule 12b-15, and did not include the consent of each independent registered public accounting firm whose report appears in this Annual Report on Form 10-K.Accordingly, this Amendment No. 2:amends and restates Item 8 of Part II of the Original 10-K in its entirety to include (a) the Report of Independent Registered Public Accounting Firm of Carr, Riggs & Ingram, L.L.C. with respect to the fiscal year ended December 31, 2025, which identifies Borealis Foods Inc. and Subsidiaries as the company whose financial statements were audited; (b) the Report of Independent Registered Public Accounting Firm of Berkowitz Pollack Brant, Advisors + CPAs with respect to the fiscal year ended December 31, 2024; and (c) the consolidated financial statements and related notes as of and for the fiscal years ended December 31, 2025 and 2024;amends and restates Item 15 of Part IV of the Original 10-K to update the exhibit index and to file (a) the consents of Carr, Riggs & Ingram, L.L.C. and Berkowitz Pollack Brant, Advisors + CPAs, as Exhibits 23.1 and 23.2, respectively, and (b) new certifications of the Company’s principal executive officer and principal financial officer required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as Exhibits 31.1, 31.2, 32.1 and 32.2; andsupersedes and replaces Amendment No. 1 in its entirety.In accordance with Exchange Act Rule 12b-15, this Amendment No. 2 sets forth the complete text of Item 8 of Part II and Item 15 of Part IV of the Original 10-K, as amended, and includes new certifications of the Company’s principal executive officer and principal financial officer, which are filed as Exhibits 31.1, 31.2, 32.1 and 32.2 to this Amendment No. 2.Other than as described above, this Amendment No. 2 does not amend, update or restate any other item of the Original 10-K and does not reflect events occurring after the date the Original 10-K was filed. This Amendment No. 2 does not modify or update any other disclosures in the Original 10-K, including any forward-looking statements, and 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. | ||
| Common Shares | |||
| Document Information [Line Items] | |||
| Trading Symbol | BRLS | ||
| Title of 12(b) Security | Common Shares | ||
| Security Exchange Name | NASDAQ | ||
| Warrants | |||
| Document Information [Line Items] | |||
| Trading Symbol | BRLSW | ||
| Title of 12(b) Security | Warrants | ||
| Security Exchange Name | NASDAQ |