Boost Run signs $471.7M GPU services contract

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Boost Run Inc. entered into a material service agreement with Thinking Machines Lab Inc. for high-performance managed GPU compute and cloud infrastructure services. Two related Order Forms cover an initial 36‑month term with a combined total contract value of about $471.7 million.

The Orders call for deployment of 5,000 NVIDIA B300 GPUs across Boost Run’s data centers, along with shared storage and CPU node services. Once an Order is placed it is non‑cancelable for its term and fees are non‑refundable, and the customer must pay all fees for the full term regardless of actual usage, subject to limited exceptions.

Positive

Secures ~$471.7M multi‑year contract with Thinking Machines Lab Inc. for 5,000 NVIDIA B300 GPUs and related services over an initial 36‑month term, with non‑cancelable Orders and minimum payment obligations supporting revenue visibility.

Negative

None.

Insights

Boost Run secures a large, multi‑year GPU services contract with fixed commitments.

The agreement with Thinking Machines Lab establishes a 36‑month initial term and a combined contract value of about $471.7 million for GPU server rentals and related infrastructure. It includes 5,000 NVIDIA B300 GPUs deployed across Boost Run’s data centers under non‑cancelable Orders.

Economically, the customer is obligated to pay all fees for each Order’s full term, regardless of actual usage, except as expressly provided. Termination for cause is allowed if breaches are not cured within 30 days, and all outstanding fees become due upon termination. Customary clauses on service levels, liability limits, data protection and indemnification frame the risk allocation.

The scale, non‑cancelable structure and minimum‑payment obligations suggest substantial contracted revenue visibility over the 36‑month period, assuming performance under the service levels. Future disclosures could clarify how this contract contributes to Boost Run’s overall revenue mix and any capacity or capital requirements tied to the 5,000‑GPU deployment.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total contract value: $471.7 million Initial term length: 36 months Number of GPUs: 5,000 NVIDIA B300 GPUs +2 more

5 metrics

Total contract value $471.7 million Combined value of two Orders for GPU services

Initial term length 36 months Initial term of GPU server rental services

Number of GPUs 5,000 NVIDIA B300 GPUs Total GPUs to be deployed under the Orders

MSA start date May 21, 2026 Commencement date of Boost Run Service Agreement

Cure period for breach 30 days Time for Boost Run to cure a material breach after notice

Key Terms

Material Definitive Agreement, Boost Run Service Agreement, Order Forms, non-cancelable, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Boost Run Service Agreement financial

"entered into a Boost Run Service Agreement (the “MSA”) with Thinking Machines Lab Inc."

Order Forms financial

"the Company and the Customer executed two Order Forms (collectively, the “Orders”)"

non-cancelable financial

"Once an Order is placed on the Boost Run platform, it is non-cancelable for the specified term duration"

limitation of liability legal

"The MSA also contains customary provisions relating to, among other things, service levels, intellectual property, data protection, confidentiality, limitation of liability"

indemnification legal

"customary provisions relating to, among other things, service levels, intellectual property, data protection, confidentiality, limitation of liability, indemnification"

A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.

FAQ

What agreement did Boost Run Inc. (BRUN) announce with Thinking Machines Lab Inc.?

Boost Run entered a Boost Run Service Agreement with Thinking Machines Lab Inc. covering managed GPU compute and cloud infrastructure. Two associated Order Forms govern specific GPU server rentals and related services under this overarching master relationship.

What is the total contract value of Boost Run’s new GPU services deal?

The combined total contract value of the two Orders is approximately $471.7 million. This amount covers GPU server rentals and related shared storage and CPU node services over the initial 36‑month term specified in the Orders.

How long is the initial term of Boost Run’s Orders with Thinking Machines Lab Inc.?

The Orders have an initial term of 36 months. During this period, Boost Run will provide GPU server rental services and related infrastructure, and the customer is obligated to pay all fees for the full term, subject to limited contractual exceptions.

How many NVIDIA GPUs are included in Boost Run’s contract with Thinking Machines Lab Inc.?

The Orders provide for deployment of a total of 5,000 NVIDIA B300 GPUs. These GPUs will be installed across Boost Run’s data center facilities, alongside shared network storage and CPU node services under the same contractual framework.

Are the Orders under Boost Run’s new agreement cancelable by the customer?

Once an Order is placed on the Boost Run platform, it is non‑cancelable for its specified term. Any associated fees are non‑refundable, and the customer must pay all fees for the full duration, except as expressly set out in the agreement.

Under what conditions can the Boost Run Service Agreement be terminated for cause?

The customer may terminate the master agreement or an applicable Order for cause if Boost Run materially breaches its obligations and fails to cure the breach within 30 days after written notice. Upon termination, all outstanding fees become immediately due and payable.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 05:28 PM

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): May 21, 2026

BOOST RUN INC.

(Exact name of registrant as specified in its charter)

Delaware

001-43277

39-4824850

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5 Revere Drive, Suite 200,

Northbrook, IL 60062

(Address of principal executive offices, including zip code)

(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 obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	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 1.01 Entry into a Material Definitive Agreement.

On May 21, 2026, Boost Run Inc. (the “Company”) entered into a Boost Run Service Agreement (the “MSA”) with Thinking Machines Lab Inc. (the “Customer”), pursuant to which the Company agreed to provide high-performance managed GPU compute and cloud infrastructure services to the Customer. Concurrently with the MSA, the Company and the Customer executed two Order Forms (collectively, the “Orders,” and together with the MSA, the “Agreements”) for the rental of NVIDIA B300 GPU servers.

The MSA serves as the governing agreement required to access the Boost Run platform, where bare metal server provisioning takes place. The MSA establishes the overarching terms and conditions for the customer relationship. Individual server rentals on the Boost Run platform are documented through Orders that are executed by both parties. Orders may have varying term durations, ranging from hours to multiple years, depending on the customer’s selected commitment period. A single customer may hold multiple active Orders under a single MSA, each with its own duration. Once an Order is placed on the Boost Run platform, it is non-cancelable for the specified term duration, and any fees associated with that Order are non-refundable.

Pursuant to the Orders, the Company will provide GPU server rental services for an initial term of 36 months, with a combined total contract value of approximately $471.7 million. The Orders provide for the deployment of a total of 5,000 NVIDIA B300 GPUs across the Company’s data center facilities, along with related shared network storage and CPU node services.

The MSA commences on May 21, 2026, and continues through the end date specified in the applicable Order. The Customer is obligated to pay all fees for the full duration of the initial term or any extended term, regardless of actual usage, except as expressly set forth in the MSA or the applicable Order. The Customer may terminate the MSA, or an applicable Order, for cause if the Company materially breaches its obligations and fails to cure such breach within thirty (30) days of receiving written notice. Upon any termination, all outstanding fees become immediately due and payable. The MSA also contains customary provisions relating to, among other things, service levels, intellectual property, data protection, confidentiality, limitation of liability, indemnification, and suspension and termination rights.

Neither the Company nor any of its affiliates have any material relationship with the Customer, other than in respect of the Agreements.

The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the MSA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1†		Boost Run Service Agreement, dated May 21, 2026, by and between Boost Run Inc. and Thinking Machines Lab Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURE

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.

	BOOST RUN INC.

	By:	/s/ Andrew Karos
	Name:	Andrew Karos
	Title:	CEO

Date: May 28, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents

Agreements & Contracts

EX-10.1 EX-10.1 329.7 KB