Borealis Foods Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Borealis Foods Inc. has filed its 2023 10-K, detailing its operations and former identity as Oxus Acquisition Corp.</b>

AI Summary

Borealis Foods Inc. (BRLSW) filed a Annual Report (10-K) with the SEC on April 15, 2024. Borealis Foods Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company was formerly known as Oxus Acquisition Corp. and changed its name on March 23, 2021. Borealis Foods Inc. is registered in Ontario, Canada. The company's common shares trade under the symbol BRLS and its warrants under BRLSW on the Nasdaq Capital Market. The filing indicates Borealis Foods Inc. is not a well-known seasoned issuer and has not submitted all required reports for the past 90 days.

Why It Matters

For investors and stakeholders tracking Borealis Foods Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Borealis Foods Inc.'s financial performance and business operations for the fiscal year 2023, crucial for investors to assess the company's current standing and future prospects. The disclosure of its former name and name change date is important for understanding the company's corporate history and potential implications for its market perception and investor relations.

Risk Assessment

Risk Level: medium — Borealis Foods Inc. shows moderate risk based on this filing. The company has not filed all required reports for the past 90 days, indicating potential compliance issues or delays that could impact investor confidence and regulatory standing.

Analyst Insight

Investors should review the full 10-K filing to understand Borealis Foods Inc.'s financial health, operational risks, and strategic direction, paying close attention to any disclosed deficiencies or forward-looking statements.

Key Numbers

• 2023-12-31 — Fiscal Year End (The period covered by the annual report)
• 2024-04-15 — Filing Date (The date the 10-K was submitted)
• 001-40778 — SEC File Number (The company's SEC file number)
• 98-1638988 — IRS Employer Identification Number (The company's IRS EIN)

Key Players & Entities

• Borealis Foods Inc. (company) — Filer name and registrant name
• Oxus Acquisition Corp. (company) — Former company name
• Nasdaq Capital Market (company) — Exchange where securities are registered
• 2023-12-31 (date) — Fiscal year end date
• 2024-04-15 (date) — Filing date
• BRLS (stock_symbol) — Trading symbol for common shares
• BRLSW (stock_symbol) — Trading symbol for warrants

FAQ

Risk Factors

• Reporting Compliance [high — regulatory]: The registrant has not filed all reports required by Section 13 or 15(d) of the Exchange Act during the preceding 12 months, indicating potential compliance issues.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-04-15: Filing Date — The date the 10-K was officially submitted to the SEC.
• 2021-03-23: Name Change — Date when Oxus Acquisition Corp. became Borealis Foods Inc.

Key Financial Figures

• $5 — gistrant, based on the closing price of $5.90, reported on the Nasdaq Capital Mark
• $10.00 — summated the IPO of 15,000,000 units at $10.00 per unit and the sale of 8,400,000 warr
• $1.00 — ale of 8,400,000 warrants at a price of $1.00 per private warrant in a private placem
• $54.6 billion — lobal ramen market, which was estimated $54.6 billion global market in 2022 according to the

Filing Documents

• ea0202554-10k_borealis.htm (10-K) — 874KB
• ea020255401ex31-1_borealis.htm (EX-31.1) — 10KB
• ea020255401ex31-2_borealis.htm (EX-31.2) — 10KB
• ea020255401ex32-1_borealis.htm (EX-32.1) — 5KB
• ea020255401ex32-2_borealis.htm (EX-32.2) — 4KB
• ea020255401ex97_borealis.htm (EX-97.0) — 32KB
• 0001213900-24-032953.txt (&nbsp;) — 4447KB
• brls-20231231.xsd (EX-101.SCH) — 44KB
• brls-20231231_cal.xml (EX-101.CAL) — 16KB
• brls-20231231_def.xml (EX-101.DEF) — 230KB
• brls-20231231_lab.xml (EX-101.LAB) — 343KB
• brls-20231231_pre.xml (EX-101.PRE) — 215KB
• ea0202554-10k_borealis_htm.xml (XML) — 365KB

Business

Business 1 Item 1.A.

Risk Factors

Risk Factors 12 Item 1.B. Unresolved Staff Comments 21 I tem 1.C. Cybersecurity 21 Item 2.

Properties

Properties 21 Item 3.

Legal Proceedings

Legal Proceedings 21 Item 4. Mine Safety Disclosure 21 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Item 6. Reserved 22 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7.A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 26 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 26 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 27 Item 9.A.

Controls and Procedures

Controls and Procedures 27 Item 9.B. Other Information 28 Item 9.C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 28 PART III Item 10. Directors, Executive Officers, and Corporate Governance 29 Item 11.

Executive Compensation

Executive Compensation 32 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 35 Item 13. Certain Relationships and Related Transactions and Director Independence 37 Item 14. Principal Accountant Fees and Services 39 PART IV Item 15 Exhibits and Financial Statements Schedules 40 Item 16 Form 10-K Summary 41

Signatures

Signatures 42 i BASIS OF PRESENTATION Borealis Foods Inc. (" Borealis Foods ") (formerly known as Oxus Acquisition Corp. or " Oxus ") was a blank check company originally incorporated on February 3, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses or entities. On September 2, 2021, the registration consummated the IPO of 15,000,000 units at $10.00 per unit and the sale of 8,400,000 warrants at a price of $1.00 per private warrant in a private placement to Oxus Capital Pte. Ltd (the " Sponsor "), EarlyBirdCaptial, Inc. (" EarlyBirdCapital "), and Sova Capital Limited (together with EarlyBirdCapital, the " Underwriters ") for the IPO that closed simultaneously with the closing of the IPO. The units were listed on the Nasdaq Capital Market (" Nasdaq "). On February 23, 2023, Oxus entered into that certain Business Combination Agreement (the " Business Combination Agreement ") by and between Oxus and Borealis Foods Inc., a corporation incorporated under the laws of Canada (" Legacy Borealis "). On February 7, 2024 (the " Closing Date "), Oxus, Legacy Borealis, and 1000397116 Ontario Inc., an Ontario corporation and a wholly owned subsidiary of Oxus (" Newco ") consummated the transactions (collectively, the " Transaction ") contemplated by the Business Combination Agreement by means of a statutory arrangement (the " Arrangement ") under the Canada Business Corporations Act and the Business Corporations Act (Ontario), implemented in accordance with the terms and conditions set forth in the Business Combination Agreement and the plan of arrangement attached as Exhibit B thereto (as amended, amended and restated, suppleme

forward-looking statements in this Annual Report, including, but not limited to

forward-looking statements in this Annual Report, including, but not limited to: our limited operating history makes it difficult to evaluate our business and prospects; we may be unable to execute our business plan or maintain our competitive position and high-level customer satisfaction if we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly; a significant portion of our revenue is concentrated with a limited number of customers; adverse climate conditions may have an adverse effect on our business. We may take various actions to mitigate our business risks associated with climate change, which may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks; our dependence on suppliers may materially adversely affect our operating results and financial position; manufacturing and production forecasts are based on multiple assumptions. We must adequately estimate our manufacturing capacity and inventory supply. If we overestimate our demand and overbuild our capacity or inventory, we may have significantly underutilized assets. Underutilization of our manufacturing facilities can adversely affect our gross margin and other operating results; we may experience volatility in costs for ingredients and packaging due to conditions that are difficult to predict; our future success will depend, in part, on our ability to maintain our technological leadership, enhance our current food products, develop new food products that meet changing customer needs and preferences, advertise and market our food products, and influence and respond to emerging industry standards and other technological changes on a timely and cost-effective basis; our business depends on our use of proprietary technology relying heavily on laws to protect; our management team has limited experience

View Full Filing

View this 10-K filing on SEC EDGAR