Borealis Foods Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from to 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 whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” 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 forcomplying 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 effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 theregistrant 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-basedcompensation 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$6.51, reported on the Nasdaq Capital Market, for the Common Shares on March 31, 2025, was approximately $41.9million. As of April 15, 2025,21,378,890Common Shares of the registrant, no par value, were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain information required by Part III, Items 10-14 of this Form 10-K will either be (i) included in anamendment to this Annual Report on Form 10-K, or (ii) incorporated by reference to the Registrant’s definitiveProxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and ExchangeCommission not later than 120 days after the end of the fiscal year covered by this Form 10-K. TABLE OF CONTENTS Market and Industry DataiCautionary Note Regarding Forward-looking StatementsiiPART IItem 1.Business1Item 1.A.Risk Factors10Item 1.B.Unresolved Staff Comments25Item 1.C.Cybersecurity25Item 2.Properties25Item 3.Legal Proceedings26Item 4.Mine Safety Disclosure26PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities27Item 6.Reserved28Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 7.A.Quantitative and Qualitative Disclosures About Market Risk38Item 8.Financial Statements and Supplementary Data40Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure40 Item 9.A.Controls and Procedures40Item 9.B.Other Information41Item 9.C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections41PART IIIItem 10.Directors, Executive Officers, and Corporate Governance42Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters42Item 13.Certain Relationships and Related Transactions and Director Independence42Item 14.Principal Accountant Fees and Services42PART IVItem 15Exhibits and Financial Statements Schedules44Item 16Form 10-K Summary47Signatures47 MARKET AND INDUSTRY DATA This Annual Report includes estimates regarding market and industry data and forecasts, which are based on ourown