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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 14, 2026
BOOST
RUN INC.
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
|
001-43277 |
|
39-4824850 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
5
Revere Drive, Suite 200
Northbrook,
IL 60062
(Address
of principal executive offices)
(647)
487-3367
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value |
|
BRUN |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each whole warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
BRUNW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item
2.02. Results of Operations and Financial Condition.
On
August 14, 2026, Boost Run Inc. (the “Company”) issued a press release (the “Earnings Press Release”) announcing
the Company’s financial and operational results for the quarter ended June 30, 2026. A copy of the Company’s Earnings Press
Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
August 14, 2026, the Company held an earnings conference call to discuss the Company’s earnings results for the quarter ended June
30, 2026. The Company is furnishing as Exhibit 99.2 to this Current Report on Form 8-K the presentation materials that were provided
and discussed during the earnings conference call.
The
information included in Items 2.02 and 7.01, including Exhibit 99.1 and 99.2 hereto, is being furnished and shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company
under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general
incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Earnings Press Release dated August 14, 2026. |
| 99.2 |
|
Presentation materials dated August 14, 2026. |
| 104 |
|
Cover
Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
August 14, 2026
| |
BOOST
RUN INC. |
| |
|
|
| |
By: |
/s/
Erik Guckel |
| |
|
Erik
Guckel |
| |
|
Chief
Financial Officer |
Exhibit 99.1
Boost
Run Inc. Reports First Earnings as a Public Company, Reporting Second Quarter 2026 Results, Supported by $1.9 Billion Total Contract
Value
NORTHBROOK,
Ill. | August 14, 2026, | Boost Run, Inc. (Nasdaq: BRUN), an NVIDIA Preferred Cloud Partner operating in adherence with NVIDIA Reference
Architecture standards, today announced its financial results for the second quarter ended June 30, 2026.
Second
Quarter and Year to Date 2026 Financial Highlights
| ● | Total
revenue for the three months ended June 30, 2026, was $31.1 million, a 270% increase compared
to $8.4 million in the prior year period. |
| ● | Total
long-term contracted revenue (TCV) stands at $1.9 billion. |
| ● | Added
over $1 billion in contracts signed during the second quarter. |
| ● | Unrestricted
cash balance was $120.2 million as of June 30, 2026. |
2026
Financial Outlook
| ● | Fiscal
2026 Annualized Recurring Revenue (ARR) Target: The Company expects to exit fiscal 2026
with approximately $400 million in ARR. |
| ● | Net
Cash Flow Margin Target: The Company expects to achieve a sustainable Net Cash Flow Margin
of 15% to 20% in forward periods. |
Second
Quarter and Year to Date 2026 Operational Highlights
| ● | Completed
a business combination on May 8, 2026, resulting in $114.1 million in net proceeds and transitioning
the company to a publicly traded entity on Nasdaq. |
| ● | Currently
operating six data center locations in the United States, with three additional sites scheduled
to come online over the next six months. |
| ● | Expanded
data center partnerships to add an additional 125MW of power, bringing total accessibility
to 253MW. |
| ● | Fully
committed and allocated a $1.44 billion purchase agreement with Dell and currently processing
a strategic procurement of an additional $4 to $5 billion in compute hardware across multiple
OEMs. |
| ● | Entered
into 34 new finance lease agreements for GPU servers during the first half of the year. |
“This
is our first earnings call as a public company, and over the past quarter, we have added over $1 billion in contracts signed,”
said Andrew Karos, Founder & Chief Executive Officer of Boost Run. “Currently our TCV stands at $1.9 billion. Demand is not
our constraint. Everything we sold this quarter was contracted before the hardware was energized, and the pipeline behind it is larger
than anything we have seen in the history of this company.”
“Our
second quarter results reflect the aggressive scaling of our infrastructure and while impacted by the unique accounting dynamics of closing
our ‘go-public’ transaction, when adjusting for these transaction-related and non-cash items, you can clearly see the underlying
operating leverage in our model,” said Erik Guckel, Chief Financial Officer of Boost Run. “Our balance sheet is strong. We
ended the quarter with $120.2 million in unrestricted cash, bolstered by $114.1 million in net proceeds from the business combination.”
Conference
Call and Webcast
Boost
Run will host a conference call today, Friday, August 14, 2026, at 8:00 a.m. Eastern Time to discuss its second quarter 2026 financial
results.
You
can listen to a live audio webcast of the conference call and access an archived replay at https://investors.boostrun.com/. Participants
who want to join the call and ask a question may register for the call via the website to receive the dial-in numbers and a unique PIN.
About
Boost Run, Inc.
Boost
Run is an NVIDIA Preferred Cloud Provider that has also achieved NVIDIA Exemplar Cloud status on the NVIDIA Blackwell architecture. The
Boost Run platform provides GPU compute, CPU nodes, managed Kubernetes orchestration, and shared storage through an intuitive management
console and a robust API layer, enabling organizations to provision and scale resources across thousands of nodes in minutes. Enterprises
rely on Boost Run to power their most demanding AI workloads with the performance, security, and reliability their operations require.
Boost Run maintains SOC 2 Type II, HIPAA, ISO 27001, and ISO 27701 certifications at the operator level, and partners with data center
facilities that uphold equivalent security and compliance standards.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding Boost Run’s contracted revenue, free cash flow expectations, anticipated annualized recurring revenue, infrastructure
expansion plans, and business outlook. These forward-looking statements are based on current expectations and assumptions and involve
known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially
from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to: (i) the Company’s
ability to execute on contracted revenue; (ii) changes in customer demand or contract cancellations; (iii) supply chain disruptions,
including GPU availability; (iv) the Company’s reliance on relationships with NVIDIA and other key partners; (v) general economic
and market conditions, including interest rates and inflation; (vi) regulatory changes affecting the data center or AI industries; (vii)
competition in the cloud infrastructure market; (viii) execution risks related to facility expansion and deployment; and (ix) other risks
detailed in the Company’s filings with the Securities and Exchange Commission. Boost Run undertakes no obligation to update any
forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.
Contacts
Investor
Relations Contact
The
Blueshirt Group
Scott
McCabe, Managing Director
Jennifer
Ly, Director
(212)
871-3938
investors@boostrun.com
Media
Contact
Boost
Run, Inc.
(847)
489-3367
press@boostrun.com