UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Borealis Foods Inc. (Exact name of registrant as specified in its charter) | Ontario | 001-40778 | 98-1638988 | | --- | --- | --- | | (State or other jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | | Borealis Foods Inc. | | | --- | --- | --- | | | (Exact name of registrant as specified in its charter) | | | Ontario | 001-40778 | 98-1638988 | | (State or other juris ...

Financial Performance - Third quarter net sales reached $7.7 million, a 45% increase from $5.3 million in Q2 2024[2] - Gross margin improved to 17%, more than doubling from 8% in Q2 2024, and non-GAAP gross margin reached 23%[2] - Gross profit for the third quarter was $1.3 million, more than tripling from $0.4 million in Q2 2024[2] - The company reported a net loss of $(4.8) million, an improvement from a net loss of $(6.3) million in Q2 2024[4] - Net loss for the nine months ended September 30, 2024, was $19.56 million, a slight improvement from a net loss of $20.82 million in the same period of 2023, representing a 6.1% decrease in losses[29] - Adjusted EBITDA for the nine months ended September 30, 2024, was $(1.96) million, compared to $(3.70) million in the same period of 2023, indicating a 47% improvement[33] - Cash used in operating activities for the nine months ended September 30, 2024, was $14.27 million, down from $16.06 million in the same period of 2023, reflecting a 11.1% reduction[29] - Cash flows from investing activities decreased significantly to $1.71 million for the nine months ended September 30, 2024, compared to $3.52 million in the same period of 2023, a reduction of 51.3%[29] - The company reported a net cash provided by financing activities of $9.08 million for the nine months ended September 30, 2024, down from $23.40 million in the same period of 2023, a decline of 61.3%[29] - Total non-recurring expenses for the nine months ended September 30, 2024, amounted to $11.96 million, compared to $8.64 million in the same period of 2023, an increase of 38.5%[33] Product Development and Expansion - The Chef Woo and Woodles product lines accounted for approximately 39% of third quarter revenue[2] - Borealis expanded its retail presence to over 23,000 locations in the US and Canada following new Walmart partnerships[2] - Full-scale shipments of Woodles to schools began in Q3, with further expansion expected in Q4 2024 and into 2025[2] - The company plans to introduce new ramen flavors developed by Gordon Ramsay, enhancing its product differentiation[3] - Borealis aims for sequential sales growth in Q4 2024, driven by seasonal demand and product rollouts[3] - The company is focused on expanding its product offerings and enhancing technological capabilities through strategic partnerships with national and international food producers[35] - Borealis Foods aims to disrupt the ready-to-eat meal and dry soup categories by offering premium and super-premium nutritious products, leveraging its innovative fusion flavors[34] Future Outlook - Anticipated sales expansion is expected to drive improving operating cash flow to support future growth[4] - The company anticipates future growth and market opportunities, although actual results may differ due to various risks and uncertainties[36][38] - Borealis Foods has U.S.-based production facilities, reflecting its commitment to quality, innovation, and sustainability in food manufacturing[34]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Borealis Foods Inc. (Exact name of registrant as specified in its charter) | --- | --- | --- | |------------------------------------------------------------------ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Borealis Foods Inc. (Exact name of registrant as specified in its charter) | --- | --- | --- | |----------------------------------------------------------------------- ...

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 BOREALIS FOODS INC. (Exact name of Registrant as Specified in its Charter) | Ontario | 001-40778 | 98-1638988 | | --- | --- | --- | | (State or other jurisdiction of | (Commission | (I.R.S. Employer | | incorporation or organization) | File Number) | Identification No.) | | 1540 Cornwall Rd. #104 | | | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Borealis Foods Inc. (Exact name of registrant as specified in its charter) | Ontario | 001-40778 | 98-1638988 | | --- | --- | --- | | (State or other jurisdiction of ...

Financial Performance - For the year ended December 31, 2023, the company reported a net loss of $2.94 million, which included dividend income of $2.20 million and operating expenses of $5.13 million [120]. - The net loss per ordinary share is calculated by dividing the net loss by the weighted average number of ordinary shares outstanding during the period [142]. Marketable Securities and Trust Account - As of December 31, 2023, the company had marketable securities held in the Trust Account amounting to $21.92 million, a decrease from $178.53 million as of December 31, 2022, primarily due to shareholder redemptions [129]. - On December 5, 2023, shareholders redeemed 15,300,532 Class A ordinary shares for approximately $159.34 million, leaving about $20.3 million in the Trust Account [114]. - The company raised gross proceeds of $150 million from its Initial Public Offering (IPO) and an additional $8.4 million from the sale of Private Warrants, totaling $175.95 million placed in the Trust Account [121]. - As of December 31, 2023, the company has 1,939,631 Class A ordinary shares subject to possible redemption, valued as temporary equity [141]. Financing and Capital Requirements - The company entered into a $25 million financing agreement on August 10, 2023, which includes a $15 million term facility and a $10 million revolving line of credit [122]. - As of March 31, 2024, the company had $15 million principal amount outstanding under the term facility, with no principal amount outstanding under the revolving line of credit [122]. - The company anticipates requiring additional capital to fund its operations through March 31, 2025, and is actively seeking financing [131]. Transaction Costs - The company incurred $4.15 million in transaction costs related to its IPO, including $3.45 million in underwriting fees [125]. Accounting Standards and Regulations - The company early adopted ASU 2022-03 on July 1, 2023, which clarifies fair value measurement for equity securities subject to contractual sale restrictions [143]. - The provisions of ASU 2020-06, which simplifies accounting for certain financial instruments, will be applicable for fiscal years beginning after December 15, 2023 [145]. - The company adopted ASU 2016-12 on January 1, 2023, regarding the measurement of credit losses on financial instruments, with no material impact on its consolidated financial statements [147]. - The company is currently evaluating the impact of ASU 2020-06 on its financial statements [145]. - The FASB issued ASU 2023-09, effective for the annual period ending December 31, 2025, requiring disaggregated information about effective tax rate reconciliation [146]. - Management does not believe that any other recently issued accounting standards would have a material effect on the financial statements [148]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [149]. Operating Expenses - The company expects lower operating expenses in 2024 following the completion of its Business Combination, which was finalized in February 2024 [126]. Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements or long-term debt obligations as of December 31, 2023 [132].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40778 (State or other jurisdiction of incorporation or organization) 300/26 Dostyk Avenue Almaty, Kazakhstan 050020 (Addres ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40778 OXUS ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | --- | | (St ...