Borealis Foods NT 10-K Late Filing Notice

NT 10-K 1 ea0284032-nt10k_borealis.htm NOTIFICATION OF LATE FILING

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number: 001-41646

| (Check one): | | ☒  Form 10-K          ☐ Form 20-F         ☐ Form 11-K         ☐ Form 10-Q ☐          Form 10-D |
| | | |
| | | ☐ Form N-SAR       ☐ Form N-CSR |
| | | |
| | | For Period Ended: December 31, 2025 |
| | | |
| | | |
| | | ☐ Transition Report on Form 10-K |
| | | ☐ Transition Report on Form 20-F |
| | | ☐ Transition Report on Form 11-K |
| | | ☐ Transition Report on Form 10-Q |
| | | ☐ Transition Report on Form N-SAR |
| | | |
| | | For the Transition Period Ended: _________________ |

PART I — REGISTRANT INFORMATION

Borealis Foods Inc.

(Full Name of Registrant)

---

N/A

(Former Name if Applicable)

1540 Cornwall Rd., #104

Address of Principal Executive Office

Oakville, Ontario L6J 7W5 Canada

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)

| ☐ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| | | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| | | |
| ☐ | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

(Attach Extra Sheets if Needed)

The Annual Report on
Form 10-K for the period ended December 31, 2025 (the “Form 10-K”) of Borealis Foods Inc. (the “Company”) could
not be filed within the prescribed time period without unreasonable effort or expense because the Company’s requires more time to
complete the procedures relating to its year-end reporting process, including final review of the Form 10-K. The Company is working diligently
to complete the Form 10-K as soon as possible.

PART IV — OTHER INFORMATION

| (1) | Name
and telephone number of person to contact in regard to this notification |

| Pouneh Rahimi | | (416) | | 617-9434 |
| (Name) | | (Area Code) | | (Telephone Number) |

| (2) | Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). |

Yes ☒ No ☐

| (3) | Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion thereof? |

Yes ☐ No ☒

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Borealis Foods Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.

| Date: March 31, 2026 | By: | /s/ Pouneh Rahimi |
| | | Pouneh Rahimi |
| | | Chief Legal Officer |

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