Borealis Foods Inc 2025年度报告

FORM 10-K ☒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 Borealis Foods Inc.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code: (905) 278-2200 Securities registered pursuant to Section 12(b) of the Act: 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 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. 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$1.45, reported on the Nasdaq Capital Market, for the Common Shares on May 28, 2026, was approximately $31.12 million. As of May 28, 2026, 21,463,306 Common Shares of the registrant, no par value, were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Not applicable. The information required by Part III, Items 10 through 14 of this Form 10-K is included herein TABLE OF CONTENTS Market and Industry DataiiCautionary Note on Forward-Looking Statementsiii PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities32Item 6.Reserved32Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7.A.Quantitative and Qualitative Disclosures About Market Risk42Item 8.Financial Statements and Supplementary Data42Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure42Item 9.A.Controls and Procedures43Item 9.B.Other Information45Item 9.C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections45 Item 10.Directors, Executive Officers, and Corporate Governance46Item 11.Executive Compensation50Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters53Item 13.Certain Relationships and Related Transactions and Director Independence55Item 14.Principal Accountant Fees and Services59 PART IVItem 15Exhibits and Financial Statement Schedules60Item 16Form 10-K SummarySignatures62 MARKET AND INDUSTRY DATA This Annual Report includes estimates regarding market and industry data and forecasts, which are based on our own estimatesutilizing our management’s knowledge of and experience in, as well as information obtained from our subscribers, trade and businessorganizations, and other contacts in the market sectors in which we compete, and from statistical information obtained from publiclyavailable information, industr