{"url_path":"/sec/brls/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 **","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1852973/0001213900-26-063777-index.html","accession_number":"0001213900-26-063777","cik":"0001852973","ticker":"BRLS","issuer_name":"Borealis Foods Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1852973/0001213900-26-063777-index.html","primary_entity_key":"0001852973","primary_entity_name":"Borealis Foods Inc."},"word_count":1488,"has_tables":true,"body_markdown":"**Item 16**\n**Form 10-K Summary**\n** **\n\n \n[**Signatures**](#a_029)\n**62**\n\n \n\ni\n\n \n\n \n\n**MARKET AND INDUSTRY DATA**\n\n** **\n\nThis Annual Report includes estimates\nregarding market and industry data and forecasts, which are based on our own estimates utilizing our management’s knowledge of and\nexperience in, as well as information obtained from our subscribers, trade and business organizations, and other contacts in the market\nsectors in which we compete, and from statistical information obtained from publicly available information, industry publications and\nsurveys, reports from government agencies, and reports by market research firms. We confirm that, where such information is reproduced\nherein, such information has been accurately reproduced and that, so far as we are aware and are able to ascertain from information published\nby publicly available sources and other publications, no facts have been omitted that would render the reproduced information inaccurate\nor misleading. Industry publications, reports, and other published data generally state that the information contained therein has been\nobtained from sources believed to be reliable, but we cannot assure you that the information contained in these reports, and therefore\nthe information contained in this Annual Report that is derived therefrom, is accurate or complete. Our estimates of our market position\nmay prove to be inaccurate because of the method by which we obtain some of the data for our estimates or because this information cannot\nalways be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of\nthe data gathering process, and other limitations and uncertainties. As a result, although we believe our sources are reliable, we have\nnot independently verified the information and cannot guarantee, or otherwise provide assurance on, its accuracy and completeness.\n\n \n\nii\n\n \n\n \n\nCAUTIONARY NOTE ON FORWARD-LOOKING\nSTATEMENTS\n\n** **\n\nThis Annual Report on Form 10-K (this\n“**Annual Report**”) filed by Borealis Foods Inc. (the “**Company**” or “**Borealis Foods**,”\n“our,” “us” or “we”) contains statements that are forward-looking and as such are not historical\nfacts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives\nof management for future operations. These statements constitute projections, forecasts, and forward-looking statements, and are not\nguarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts.\nWhen used in this Annual Report, words such as “anticipate,” “believe,” “continue,” “could,”\n“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”\n“potential,” “predict,” “project,” “should,” “strive,” “would”\nand similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not\nforward-looking. When we discuss our strategies or plans, we are making projections, forecasts, or forward-looking statements. Such statements\nare based on the beliefs of, as well as assumptions made by and information currently available to, Borealis Foods’ management.\n\n \n\nForward-looking statements may include,\nfor example, statements about:\n\n \n\n \n●\nour senior secured debt is held by a related party that also holds a significant equity position and has the right to appoint directors to our Board, which may create conflicts of interest;\n\n \n \n \n\n \n●\napproximately $33.3 million of shareholder debt may automatically convert into Common Shares on or after July 1, 2026 if we do not complete equity financings of at least $70 million at $9.00 per share, resulting in substantial dilution to existing shareholders;\n\n \n \n \n\n \n●\nour Board of Directors has been reconstituted at the direction of our lender, and the lender-appointed directors may not act independently of the lender’s interests in all circumstances;\n\n \n\n●our independent registered public accounting firm has expressed substantial doubt about our ability to\ncontinue as a going concern; our limited operating history makes it difficult to evaluate our business and prospects;\n\n \n\n●our potential insolvency or inability to pay our debt would have a material adverse effect on our business,\nfinancial condition, results of operations and cash flow;\n\n \n\n●we may be unable to execute our business plan or maintain\nour competitive position and high-level customer satisfaction if we fail to maintain adequate operational and financial resources, fail\nto obtain additional financing, particularly if we continue to grow rapidly;\n\n \n\n●we have substantial debt burden, a significant portion of which matures soon and requires repayment or\nrefinancing;\n\n \n\n●our management team has limited experience managing a public company;\n\n \n\n●we are an early stage and emerging growth company and, as such, we are subject to all the risks associated\nwith early stage and emerging growth companies;\n\n \n\n●we have identified material weaknesses in our internal control over financial reporting; if we fail to\nmaintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results\nor prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business\nand the trading price of our Common Shares;\n\n \n\n●a significant portion of our revenue is concentrated with a limited number of customers;\n\n \n\n●adverse climate conditions may have an adverse effect on our business. We may take various actions to\nmitigate our business risks associated with climate change, which may require us to incur substantial costs and may not be successful,\ndue to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks;\n\n \n\n●our dependence on suppliers may materially adversely affect our operating results and financial position;\n\n \n\n●manufacturing and production forecasts are based on multiple assumptions. We must adequately estimate\nour manufacturing capacity and inventory supply. If we overestimate our demand and overbuild our capacity or inventory, we may have significantly\nunderutilized assets. Underutilization of our manufacturing facilities can adversely affect our gross margin and other operating results;\n\n \n\niii\n\n \n\n \n\n●\nour\nbusiness operations and financial results could be adversely affected by the evolving U.S.-Canada trade environment, including\ntariffs under Section 232 and Section 122 of applicable U.S. trade laws, Canadian counter-tariffs, the outcome of the CUSMA review process\nscheduled for July 1, 2026, and other changes in trade policies\n\n \n\n \n●\n\nour business operations and financial results\nhave been and could continue to be adversely affected by the 2026 Iran war, including the closure of the Strait of Hormuz and resulting\ndisruptions to global energy, commodity, and supply chain markets;\n\n \n \n \n\n \n●\nwe are not currently in compliance with certain Nasdaq listing requirements and failure to regain compliance by June 29, 2026 could result in delisting of our securities;\n\n \n\n●we may experience volatility in costs for ingredients and packaging due to conditions that are difficult\nto predict;\n\n \n\n●our future success will depend, in part, on our ability to maintain our technological leadership, enhance\nour current food products, develop new food products that meet changing customer needs and preferences, advertise and market our food\nproducts, and influence and respond to emerging industry standards and other technological changes on a timely and cost-effective basis;\n\n \n\n●our business depends on our use of proprietary technology relying heavily on laws to protect such technology;\n\n \n\n●U.S. shareholders may not be able to obtain judgments or enforce civil liabilities against us or our executive\nofficers or our Board of Directors (our “**Board**”);\n\n \n\n●we will incur significant increased costs as a result of operating as a public company, and our management\nwill be required to devote substantial time\nto new compliance initiatives; and\n\n \n\n●other factors detailed in Part I. Item 1A. “*Risk\nFactors*” section, as such descriptions may be updated or amended in any future reports.\n\n \n\nWe urge investors to consider all of\nthe risks, uncertainties, and other factors disclosed in this filing carefully in evaluating the forward-looking statements contained\nin this report. We cannot assure you that the results or developments anticipated by us and reflected or implied by any forward-looking\nstatement contained in this report will be realized or, even if substantially realized, that those results or developments will result\nin the forecasted or expected consequences for us or affect us, our operations or financial performance as we forecasted or expected.\nThese forward-looking statements are based on information available as of the date of this Annual Report and current expectations, forecasts,\nand assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied\nupon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements\nto reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise,\nexcept as may be required under applicable securities laws. We intend the forward-looking statements contained in this Annual Report to\nbe covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended,\nor the “**Securities Act**”, and Section 21E of the Securities Exchange Act of 1934, as amended, or the “**Exchange\nAct**”.\n\n \n\nAs a result of a number of known and\nunknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these\nforward-looking statements. You should not place undue reliance on these forward-looking statements.\n\n \n\niv\n\n \n\n \n\n**PART I**"}