Borealis Foods Inc.

For the period ended Dec 31, 2025. Filed Jun 2, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Jun 2, 2026

BRLS$0.95-5.0%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements.

The following documents are included on pages F-1 through F-22 attached hereto and are filed as part of this Annual Report on Form 10-K.

(a)(2) Financial Statement Schedules.

All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.

(a)(3) Exhibits.

The following is a list of exhibits filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K.

Exhibit Number	Description
3.1*	Form of Borealis Foods Inc.’s By-Laws (incorporated by reference to Exhibit 10.9 to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).
3.2*	Form of Borealis Articles of Continuance (incorporated by reference to Exhibit 10.8 to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).
4.1*	Description of Borealis Food Inc.’s Securities (incorporated by reference to Exhibit 4.1 to Borealis Food Inc.’s Form 10-K filed on April 15, 2025)
4.2 +	Warrant issued by Borealis Foods Inc. to EarlyBirdCapital, Inc. dated June 13, 2025.
4.3 +	Warrant issued by Borealis Foods Inc. To EarlyBirdCapital, Inc. dated November 19, 2025.
10.1+	Credit Agreement, dated August 10, 2023, by and between Borealis Foods Inc. and Frontwell Capital Partners Inc. (incorporated herein by reference to Exhibit 10.1 to Borealis Foods Inc.’s Form 8-K filed on May 1, 2026)
10.2*+	Forbearance and Amendment Agreement, dated March 27, 2026 by and between Borealis Foods Inc., Palmetto Gourmet Foods (Canada) Inc., Borealis IP Inc., Palmetto Gourmet Foods, Inc., PGF Real Estate I, Inc., PGF Real Estate II, Inc. and Frontwell Captial Partners (incorporated by reference to Exhibit 10.1 to Borealis Foods Inc.’s Form 8-K filed on April 2, 2026).
10.4*	Form of Promissory Note for Barthelemy Helg, Z Ventures Inc., Zagros Alpine Capital ULC and Amira Holding AG (incorporated by reference to Exhibit 10.1 to Borealis Foods Inc., Form 10-Q, filed with the SEC on November 19, 2025).
10.5*	Form of Promissory Note for Oxus Capital PTE Ltd. (incorporated by reference to Exhibit 10.2 to Borealis Foods Inc., Form 10-Q, filed with the SEC on November 19, 2025).
10.6	Form of Borealis Foods Inc. Director and Officer Indemnification Agreement.
10.12*	Credit Agreement, dated as of April 27, 2026, by and among Palmetto Gourmet Foods, Inc., PGF Real Estate I, Inc., PGF Real Estate II, Inc., as borrowers, Borealis Foods Inc., Borealis IP Inc., and Palmetto Gourmet Foods (Canada) Inc., as guarantors, and Oxus Capital PTE Ltd., as lender (incorporated herein by reference to Exhibit 10.1 to Borealis Foods Inc.’s Current Report on Form 8-K, filed with the SEC on May 1, 2026).

10.13*	Conversion Agreement, dated as of April 27, 2026, by and among Borealis Foods Inc., certain of its subsidiaries, Oxus Capital PTE Ltd., Reza Soltanzadeh, and Barthelemy Helg (incorporated herein by reference to Exhibit 10.2 to Borealis Foods Inc.’s Current Report on Form 8-K, filed with the SEC on May 1, 2026).
14.1*	Borealis Foods Inc. Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 14.1 to Borealis Foods Inc.’s Form 8-K, filed with the SEC on February 13, 2024).
16.1*	Letter from Berkowitz Pollack Brant Advisors + CPAs, LLP (incorporated herein by reference to Exhibit 16.1 to Borealis Food Inc.’s Form 8-K filed with the SEC on January 20, 2026).
19.1*	Borealis Foods Inc. Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to Borealis Foods Inc.’s Form 10-K filed with the SEC on April 15, 2025).
23.1	Consent of Independent Registered Public Accounting Firm
31.1	Certification of Principal Executive Officer Pursuant to Rules 13A-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to Rules 13A-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*	Borealis Foods Inc. Executive Compensation Recovery (“Clawback”) Policy (incorporated herein by reference to Exhibit 97.0 to Borealis Foods Inc.’s Annual Report on Form 10-K, filed with the SEC on April 15, 2024).
101.INS*	Inline XBRL Instance Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Previously filed.

+	Annexes, schedules, and exhibits to this Exhibit omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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