Borealis Foods Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Borealis Foods Inc.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code: (905) 278-2200 Not Applicable(Former name, former address, and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (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 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (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 Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒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 Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ As of June 30, 2026, 21,463,306 Common Shares of the registrant, no par value, were issued and outstanding. CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”) filed by Borealis Foods Inc. (the “Company” or “Borealis Foods”,“our”, “us” or “we”) contains statements that are forward-looking and as such are not historical facts. This includes, withoutlimitation, statements regarding the financial position, business strategy and the plans and objectives of management for futureoperations. These statements constitute projections, forecasts, and forward-looking statements, and are not guarantees of performance.Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this QuarterlyReport, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”“potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but theabsence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans, we are makingprojections, forecasts, or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by andinformation currently available to, Borealis Foods’ management. Forward-looking statements may include, for example, statements about: ●our senior secured debt is held by a related party that also holds a significant equity position and has the right to appointdirectors to our Board, which may create conflicts of interest;●approximately $29.1 million of shareholder indebtedness (plus approximately $4.3 million of accrued interest as of June 30,2026) is contractually subject to automatic conversion into Common Shares on or after July 1, 2026 if we do not consummateequity financings of at least $70.0 million at $9.00 per share, although such conversion is deferred pending receipt ofshareholder approvals required under Nasdaq Listing Rules 5635(b) and 5635(d), and any such conversion when effectedwould result in substantial dilution to existing shareholders;●our Board of Directors has been reconstituted at the direction of our lender, and the lender-appointed directors may not actindependently of the lender’s interests in all circumstances;●our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a goingconcern;●our limited operating history makes it difficult to evaluate our business and prospects;●our potential insolvency or inability to pay our debt would have a material adverse effect on our business, financial condition,results of operations and cash flow;●we may be unable to execute our business plan or maintain our competitive position and high-level customer satisfaction ifwe fail to maintain adequate operational and financial resources or