XML 9 R1.htm IDEA: XBRL DOCUMENT v3.25.2
Document And Entity Information - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Apr. 15, 2025
Document Information Line Items    
Entity Central Index Key 0001852973  
Document Type 10-K/A  
Document Annual Report true  
Current Fiscal Year End Date --12-31  
Document Period End Date Dec. 31, 2024  
Document Fiscal Year Focus 2024  
Document Transition Report false  
Entity Registrant Name Borealis Foods Inc.  
Entity Incorporation, State or Country Code A6  
Entity File Number 001-40778  
Entity Tax Identification Number 98-1638988  
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 Well-known Seasoned Issuer No  
Entity Voluntary Filers No  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
ICFR Auditor Attestation Flag true  
Document Financial Statement Error Correction [Flag] false  
Entity Shell Company false  
Entity Public Float   $ 37.9
Entity Common Stock, Shares Outstanding   21,378,890
Amendment Description This Amendment No. 2 on Form 10-K/A (the “Amendment”) amends Borealis Foods Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2025 (the “Original Form 10-K”), as amended on April 30, 2025 by Amendment No.1 (the “Amendment No. 1”). This Amendment is being filed for the purpose of amending the beneficial ownership table contained in Part III, Item 12 to revise the beneficial ownership information and footnotes for All directors and executive officers as a group and Oxus Capital PTE. LTD. that were inadvertently excluded or miscalculated due to an unintentional error. Accordingly, this Form10-K/A consists only of the facing page, this explanatory note, Item 12, Item 15, and signature pages to Form 10-K. Capitalized terms not otherwise defined in Part III of the Amendment shall have the same meanings assigned to those terms in Parts I and Part II of the Original Form 10-K.As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Additionally, because this Amendment does not include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Except as set forth in this Amendment, this Amendment does not amend or otherwise update any other information in the Original Form 10-K or Amendment No. 1. Other than the information specifically amended and restated herein, this Amendment does not reflect events occurring after April 15, 2025, the date of the Amendment No. 1, or modify or update those disclosures that may have been affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and Amendment No. 1 and with our filings with the SEC after the Original Filing.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.  
Amendment Flag true  
Document Fiscal Period Focus FY  
Common Shares    
Document Information Line Items    
Title of 12(b) Security Common Shares  
Trading Symbol BRLS  
Security Exchange Name NASDAQ  
Warrants    
Document Information Line Items    
Title of 12(b) Security Warrants  
Trading Symbol BRLSW  
Security Exchange Name NASDAQ