UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 2)

 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 jurisdiction of

incorporation
or organization)

 (Commission File Number)

 (I.R.S. Employer

Identification Number)

 1540 Cornwall Rd. #104 Oakville, Ontario

 L6J 7W5

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (905) 278-2200

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class:

 Trading Symbol(s):

 Name of each exchange on which registered:

 Common Shares

 BRLS

 Nasdaq Capital Market

 Warrants

 BRLSW

 Nasdaq Capital Market

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes No

 Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of
"large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth
company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate market value of the Common Shares outstanding, held by
non-affiliates of the registrant, based on the closing price of $5.91, reported on the Nasdaq Capital Market, for the Common Shares on
April 15, 2025, was approximately $ 37.9 million.

 As of April 15, 2025, 21,378,890 Common Shares of the registrant, no
par value, were issued and outstanding.

 EXPLANATORY NOTE

 This Amendment No. 2 on Form 10-K/A (the "Amendment") amends
Borealis Foods Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, originally filed with the U.S. Securities
and Exchange Commission (the "SEC") on April 15, 2025 (the "Original Form 10-K"), as amended on April 30, 2025
by Amendment No.1 (the "Amendment No. 1"). This Amendment is being filed for the purpose of amending the beneficial ownership
table contained in Part III, Item 12 to revise the beneficial ownership information and footnotes for All directors and executive officers
as a group and Oxus Capital PTE. LTD. that were inadvertently excluded or miscalculated due to an unintentional error. Accordingly, this
Form10-K/A consists only of the facing page, this explanatory note, Item 12, Item 15, and signature pages to Form 10-K. Capitalized terms
not otherwise defined in Part III of the Amendment shall have the same meanings assigned to those terms in Parts I and Part II of the
Original Form 10-K.

 As required by Rule 12b-15 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), new certifications by the Company's principal executive officer and principal financial
officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial
statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307
and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Additionally, because this Amendment does not
include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 Except as set forth in this Amendment, this Amendment does not amend
or otherwise update any other information in the Original Form 10-K or Amendment No. 1. Other than the information specifically amended
and restated herein, this Amendment does not reflect events occurring after April 15, 2025, the date of the Amendment No. 1, or modify
or update those disclosures that may have been affected by subsequent events. Accordingly, this Amendment should be read in conjunction
with the Original Form 10-K and Amendment No. 1 and with our filings with the SEC after the Original Filing.

 References to the "Company," "Borealis," "we,"
or "our" in this Amendment refer to Borealis Foods Inc. and, as applicable, its wholly owned and consolidated subsidiaries.

 Borealis Foods Inc.

 Item 12.

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

 Item 15

 Exhibits and Financial Statements Schedules

 Signatures

 i

 Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholders Matters.

 The following table sets forth beneficial ownership of our common stock
as of April 15, 2025 by:

 each person who is the beneficial owner of more than 5% of the issued and outstanding Common Shares; and

 each of our named executive officers and directors.

 Beneficial ownership is determined according to the rules of the SEC,
which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment
power over that security, including options and warrants that are currently exercisable or exercisable within 60 days of April 15, 2025.

 Our beneficial ownership is based on 21,378,890 Common Shares issued
and outstanding as of April 15, 2025.

 Unless otherwise indicated, we believe that all persons named in the
table below have sole voting and investment power with respect to all Common Shares beneficially owned by them. To our knowledge, no Common
Shares beneficially owned by any executive officer or director have been pledged as security.

 The following table illustrates varying beneficial ownership levels
in Borealis Foods with the percentage of outstanding shares based on Common Shares as of April 15, 2025:

 Name and Address of Beneficial Owner

 Number of
 shares

 % of Total
 Voting Power

 Directors and Named
 Executive Officers of Borealis (1)

 Reza
 Soltanzadeh (2)

 3,660,452

 17.121
 %

 Barthelemy
 Helg (3)

 3,205,556

 14.994
 %

 Stephen
 Wegrzyn (4)

 33,046

 *

 Pouneh
 Rahimi (5)

 192,368

 *

 Matt
 Talle (6)

 214,665

 *

 Henry
 Wong (7)

 14,334

 *

 Kanat
 Mynzhanov (8)

 250,000

 *

 Shiv
 Vikram Khemka (9)

 50,000

 *

 Shukhrat
 Ibragimov (10)

 3,224,880

 15.084
 %

 Steven
 Oyer (11)

 2,000

 *

 Ertharin Cousin

 —

 —

 All directors and executive officers
 as a group (11 individuals)

 10,847,301

 50.738
 %

 Five or more Percent
 Holders

 Reza
 Soltanzadeh (2)

 3,660,452

 17.121
 %

 Oxus
 Capital Pte. (12)

 13,772,119

 46.140
 %

 Belphar
 Ltd. (13)

 2,848,955

 13.326
 %

 Barthelemy
 Helg (3)

 3,205,556

 14.994
 %

 *

 Less than 1%.

 (1)

 Unless otherwise noted, the business address of each of the following entities or individuals is c/o Borealis Foods Inc., 1540 Cornwall Road, Suite 104, Oakville, Ontario L6J 7W5.

 (2)

 Consists of (i) 3,532,505 Common Shares held by Zagros Alpine Capital ULC and (ii) 127,947 Common Shares held by Z Ventures Inc. Reza Soltanzadeh is the President of Zagros Alpine Capital ULC and Z Ventures Inc. and has sole voting and dispositive control over the shares held by Zagros Alpine Capital ULC and Z Ventures Inc.

 (3)

 Consists of 3,205,556 Common Shares.

 (4)

 Consists of 33,046 Common Shares.

 (5)

 Consists of 192,368 Common Shares held by Zagros Alpine Capital ULC. Ms. Rahimi does not have voting or dispositive control over the shares held by Zagros Alpine Capital ULC.

 (6)

 Consists of (i) 80,962 Common Shares and (ii) 133,703 Common Shares held by Zagros Alpine Capital ULC. Mr. Talle does not have voting or dispositive control over the shares held by Zagros Alpine Capital ULC.

 (7)

 Consists of 14,334 Common Shares.

 (8)

 Consists of 250,000 Common Shares.

 (9)

 Consists of 50,000 Common Shares.

 (10)

 Consists of (i) 2,848,955 Common Shares held by Belphar Ltd. and (ii) 375,925 Common Shares held by GSS Overseas LTD. Mr. Ibragimov is the sole shareholder of Belphar Ltd. and GSS Overseas LTD. and has sole voting and dispositive control over the shares of Belphar Ltd. and GSS Overseas LTD.

 (11)

 Consists of 2,000 Common Shares.

 (12)

 Consists of 5,302,477 Common
 Shares and 8,469,642 Common Shares underlying private placement warrants, which are exercisable to purchase a Common Share at $11.50
 per share and held directly by Oxus Capital PTE. LTD. and indirectly by Mr. Kenges Rakishev, who is the controlling shareholder of
 Oxus Capital PTE. LTD.

 (13)

 Consists of 2,848,955 Common Shares. Mr. Ibragimov is the controlling shareholder.

 Item 15. Exhibits and Financial Statement Schedules.

 The following documents are filed as part of this report:

 1.

 Financial Statements. The following consolidated financial statements and related documents are filed as part of this report: See Part II, Item 8 of the Original Form 10-K.

 2.

 Financial Statement Schedules. Schedules are omitted because they are not required or applicable, or the required information is included in the Financial Statements or related notes.

 3.

 Exhibits. The Exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of, or furnished with, this report.

 Exhibit

 Number

 Description

 2.1* +

 Business Combination Agreement, dated as of February 23, 2023, by and among Oxus Acquisition Corp., 1000397116 Ontario Inc., and Borealis Foods Inc. (incorporated by reference to Exhibit 2.1 to Oxus Acquisition Corp.'s Registration Statement on S-4, filed with the SEC on August 14, 2023).

 2.2* +

 Amendment No. 1 to the Business Combination Agreement, dated as of August 11, 2023, by and among Oxus Acquisition Corp., 1000397116 Ontario Inc., and Borealis Foods Inc. (incorporated by reference to Exhibit 2.2 to Oxus Acquisition Corp.'s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).

 2.3* +

 Amendment No. 2 to the Business Combination Agreement, dated as of January 11, 2024, by and among Oxus Acquisition Corp., 1000397116 Ontario Inc., and Borealis Foods Inc. (included as Annex A to this proxy statement/prospectus) (incorporated by reference to Exhibit 2.3 to Oxus Acquisition Corp.'s Registration Statement on S-4/A, filed with the SEC on January 12, 2024).

 2.4* +

 Plan of Arrangement (Amended) (incorporated by reference on Exhibit 10.4 to Oxus Acquisition Corp.'s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).

 3.1*

 Form of New Borealis By-Laws (incorporated by reference to Exhibit 10.9 to Oxus Acquisition Corp.'s Registration Statement on S-4, filed with the SEC on August 14, 2023).

 3.2*

 Form of Borealis Articles of Continuance (incorporated by reference to Exhibit 10.8 to Oxus Acquisition Corp.'s Registration Statement on S-4, filed with the SEC on August 14, 2023).

 4.1*

 Description of Registrant's Securities (incorporated by reference to Exhibit 4.1 Borealis Foods, Inc.'s Form 10-K, filed with the SEC on April 15, 2025).

 10.1* +

 Form of Shareholder Support Agreement, dated as of February 23, 2023, by and among Oxus Acquisition Corp. and certain shareholders of Borealis Foods Inc. (incorporated by reference to Exhibit 10.4 to Oxus Acquisition Corp.'s Registration Statement on S-4, filed with the SEC on August 14, 2023).

 10.2* +

 Sponsor Support Agreement, dated as of February 23, 2023, by and among Oxus Acquisition Corp., Oxus Capital Pte. Ltd and Borealis Foods Inc. (incorporated by reference to Exhibit 10.11 to Oxus Acquisition Corp.'s Registration Statement on S-4, filed with the SEC on August 14, 2023).

 10.3*

 Note Purchase Agreement, dated February 28, 2023, by and between Borealis Foods Inc. and Saule Algaziyeva (incorporated by reference to Exhibit 10.37 to Oxus Acquisition Corp.'s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).

 10.4*

 Note Purchase Agreement, dated February 8, 2023, by and between Borealis Foods Inc. and Belphar Ltd. (incorporated by reference to Exhibit 10.38 to Oxus Acquisition Corp.'s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).

 10.5*

 First Amendment to the Note Purchase Agreement, dated July 23, 2023 (incorporated by reference to Exhibit 10.41 to Oxus Acquisition Corp.'s Registration Statement on S-4/A, filed with the SEC on November 13, 2023).

 10.6*

 Note Purchase Agreement, dated November 15, 2023, by and between Borealis Foods Inc. and Aman Murat Baikdamuly (incorporated herein by reference to Exhibit 10.8 to Borealis Foods Inc.'s Form 8-K, filed with the SEC on February 13, 2024).

 10.7*

 Note Purchase Agreement, dated January 30, 2024, by and between Borealis Foods Inc. and GSS Overseas LTD. (incorporated herein by reference to Exhibit 10.9 to Borealis Foods Inc.'s Form 8-K, filed with the SEC on February 13, 2024).

 10.8*

 Second Amended and Restated Promissory Note, dated October 2, 2023 (incorporated by reference to Exhibit 10.40 to Oxus Acquisition Corp.'s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).

 10.9*

 Third Amended and Restated Promissory Note, dated February 7, 2024 (incorporated herein by reference to Exhibit 10.11 to Borealis Foods Inc.'s Form 8-K, filed with the SEC on February 13, 2024).

 10.10*

 Form of Board Nomination Agreement, by and between Borealis Foods, Inc. and Belphar Ltd. (incorporated by reference to Exhibit 10.42 to Oxus Acquisition Corp.'s Registration Statement on S-4/A, filed with the SEC on January 5, 2024).

 10.11*

 Borealis Foods, Inc. Form of Equity Incentive Plan (incorporated by reference on Exhibit 3.4 of Borealis Foods, Inc.'s Quarterly Report on Form 10-Q, filed with the SEC on May 21, 2024).

 14.1*

 Borealis Foods Inc. Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 14.1 to Borealis Foods Inc.'s Form 8-K, filed with the SEC on February 13, 2024).

 14.2*

 Borealis Foods Inc. Executive Compensation Recovery Policy (incorporated herein by reference to Exhibit 97.0 to Borealis Foods Inc.'s Annual Report on Form 10-K, filed with the SEC on April 15, 2024).

 16.1*

 Letter from Marcum LLP to the SEC, dated February 13, 2024 (incorporated herein by reference to Exhibit 16.1 to Borealis Foods Inc.'s Form 8-K, filed with the SEC on February 13, 2024).

 19.1*

 Borealis Foods Inc. Insider Trading Policy.

 31.1*

 Certification of Principal Executive Officer Pursuant to Rules 13A-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 31.1 to Borealis Foods, Inc's Form 10-K, filed with the SEC on April 15, 2025).

 31.2*

 Certification of Principal Financial Officer Pursuant to Rules 13A-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 31.2 to Borealis Foods, Inc's Form 10-K, filed with the SEC on April 15, 2025).

 31.3

 Certification of Principal Executive Officer Pursuant to Rules 13A-14(a)
and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.4

 Certification of Principal Financial Officer Pursuant to Rules 13A-14(a)
and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2*

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 *

 Previously filed.

 +

 Annexes, schedules, and exhibits to this Exhibit omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Borealis
 Foods Inc.

 Date: June 18, 2025

 By:

 /s/
 Stephen Wegrzyn

 Stephen
 Wegrzyn

 Chief Financial Office

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