10-K/A: Borealis Foods Files Amended 10-K to Correct Beneficial Ownership Disclosures

Borealis Foods Inc. has filed an Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, primarily to correct beneficial ownership information for directors, executive officers, and a significant shareholder.

Summary

• Borealis Foods Inc. filed Amendment No. 2 (Form 10-K/A) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, originally filed on April 15, 2025, and amended on April 30, 2025.
• The primary purpose of this amendment is to revise the beneficial ownership table in Part III, Item 12, specifically correcting information and footnotes for 'All directors and executive officers as a group' and 'Oxus Capital PTE. LTD.'
• The corrections address information that was inadvertently excluded or miscalculated due to an unintentional error in previous filings.
• This amendment consists only of the facing page, explanatory note, Item 12, Item 15, and signature pages, and does not include or amend financial statements or disclosures related to Items 307 and 308 of Regulation S-K.
• New certifications by the company's Principal Executive Officer and Principal Financial Officer are included with this amendment.
• As of April 15, 2025, the aggregate market value of Common Shares outstanding held by non-affiliates was approximately $37.9 million, based on a closing price of $5.91 per share.
• A total of 21,378,890 Common Shares were issued and outstanding as of April 15, 2025.
• Beneficial ownership percentages for key individuals and entities as of April 15, 2025, include: Reza Soltanzadeh (17.121%), Barthelemy Helg (14.994%), Shukhrat Ibragimov (15.084%), All directors and executive officers as a group (50.738%), Oxus Capital Pte. (46.140%), and Belphar Ltd. (13.326%).

Sentiment

Score: 6

Explanation: While the necessity of an amendment points to an initial error in reporting, the company's proactive and transparent correction, along with re-certification by top management, demonstrates a commitment to regulatory compliance and data integrity. The error itself is a minor negative, but the corrective action is positive for governance.

Positives

• The company is actively correcting errors in its public filings, demonstrating a commitment to regulatory compliance and data accuracy.
• New certifications from the CEO and CFO confirm their review and belief in the accuracy of the amended report, reinforcing management accountability.

Negatives

• The initial filing contained unintentional errors in beneficial ownership information, necessitating this amendment.

Risks

• Potential for investor confusion or reduced confidence due to inaccuracies in previously filed reports.
• Risk of increased scrutiny from regulatory bodies regarding the company's internal controls over financial reporting and data accuracy.

Future Outlook

This amendment focuses solely on correcting historical beneficial ownership data and does not provide any new forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• "Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report." (Statement from both Reza Soltanzadeh, Chief Executive Officer, and Stephen Wegrzyn, Chief Financial Officer, in their respective certifications).

Industry Context

This filing is a standard regulatory amendment to correct previously reported data, which is a common occurrence in the financial reporting landscape. It does not offer specific insights into broader industry trends within the food sector or competitive dynamics.

Comparison to Industry Standards

• This document is a regulatory amendment focused on correcting beneficial ownership information and does not contain operational or financial performance data that would allow for a direct comparison to industry standards or specific comparable companies/projects.

Corporate Governance

Related Party Transactions

• Note Purchase Agreement dated February 8, 2023, with Belphar Ltd., which is controlled by Shukhrat Ibragimov, a director and significant beneficial owner.
• Note Purchase Agreement dated January 30, 2024, with GSS Overseas LTD., also controlled by Shukhrat Ibragimov.
• Beneficial ownership details highlight significant holdings by directors and entities they control, such as Reza Soltanzadeh through Zagros Alpine Capital ULC and Z Ventures Inc., and Oxus Capital Pte. Ltd. controlled by Kenges Rakishev, indicating ongoing relationships.

Stakeholder Impact

• Shareholders: Receive corrected and more accurate information regarding beneficial ownership, which is vital for understanding control, voting power, and potential influence within the company.
• Regulatory Authorities: The filing demonstrates the company's adherence to SEC reporting requirements by correcting previously identified errors, potentially reducing regulatory scrutiny related to data accuracy.

Next Steps

• No specific future actions, events, or milestones are mentioned in this amendment beyond the filing itself.

Key Dates

Keywords

Borealis Foods, 10-K/A, SEC filing, beneficial ownership, corporate governance, financial reporting, amendment, Nasdaq Capital Market, BRLS, Oxus Capital, Belphar Ltd., Common Shares, Warrants