Borealis Foods Inc 8-K/A, filed Jan 20, 2026
Borealis Foods Inc. (BRLS)
About this 8-K/A
Borealis Foods Inc filed this 8-K/A on January 20, 2026, reporting on events of January 16, 2026.
Items reported
- Item 4.01: Change of auditor
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
Item 4.01. Changes in Registrant’s Certifying Accountant.
The Company previously reported that it had been notified that Carr, Riggs & Ingram, LLC (“CRI”) acquired, effective as of January 1, 2026, certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors + CPAs, LLP (“BPB”); that in conjunction with this transaction, on January 13, 2026, BPB resigned as the Company’s independent registered public accounting firm; and that on January 15, 2026, the Audit Committee approved the appointment of CRI as the Company’s new independent registered public accounting firm.
The second paragraph of Item 4.01 in the Original Report is hereby amended and restated in its entirety as follows:
“BPB’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows:
BPB’s report on the consolidated financial statements of Borealis Foods Inc. as of and for the years ended December 31, 2024 and 2023, contained an emphasis of matter that described the following:
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the substantial amount of debt coming due within the next 12 months and negative cash flow position along with other conditions as set forth in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”
Except as expressly set forth above, the disclosures in Item 4.01 of the Original Report regarding the absence of disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K), the absence of reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), and the Company’s request for BPB’s letter addressed to the SEC remain unchanged.
The Company provided BPB with a copy of this Current Report on Form 8-K/A prior to its filing with the Securities and Exchange Commission (the “Commission”) and requested that BPB furnish the Company with a letter addressed to the Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of BPB’ letter to the Commission, dated January 20, 2026, is filed as Exhibit 16.1 to this Form 8-K/A and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 16.1 | Letter from Berkowitz Pollack Brant Advisors + CPAs, LLP Dated January 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 20th day of January, 2026.
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BOREALIS FOODS INC. | |
| By | /s/ Pouneh V. Rahimi | |
| Date: January 20, 2026 | Pouneh V. Rahimi | |
| Chief Legal Officer | ||
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Exhibit 16.1
January 20, 2026
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
We are the former independent registered public accounting firm for Borealis Foods Inc. (the “Company”).
We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K/A dated January 20, 2026 (the “Current Report”), and are in agreement with the statements in the Current Report, insofar as they pertain to our Firm.
Very truly yours,
Berkowitz Pollack Brant Advisors + CPAs
