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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 7, 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
7.01 Regulation FD Disclosure.
On
August 7, 2026, Boost Run Inc. (the “Company”) issued a press release regarding the Company hosting its conference call on
August 14, 2026 at 8:00 a.m. (Eastern Time) to discuss financial results for the second quarter ended June 30, 2026. The press release
also announced that the Company plans to release financial results for the second quarter ended June 30, 2026, pre-market on Friday,
August 14, 2026. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by this reference.
The
information in this Item 7.01 of this Form 8-K 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 such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release, dated August 7, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within 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.
| Date:
August 7, 2026 |
BOOST
RUN INC. |
| |
|
|
| |
By: |
/s/
Erik Guckel |
| |
Name: |
Erik
Guckel |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1
Boost
Run Announces Date of Second Quarter 2026 Financial Results Conference Call
NORTHBROOK,
Ill., Friday, August 7, 2026 (GLOBE NEWSWIRE) – Boost Run, Inc. (Nasdaq: BRUN), an NVIDIA Preferred Cloud Partner operating
in adherence with NVIDIA Reference Architecture standards, plans to release its financial results for the second quarter ended June 30,
2026, pre-market on Friday, August 14, 2026. The company plans to host a conference call at 8:00 a.m. Eastern Time to discuss its second
quarter 2026 results.
A
press release highlighting the Company’s results along with supplemental financial results will be available at https://investors.boostrun.com/.
An archived replay of the conference call will be available on this website for a limited time after the call. Participants who want
to join the call and ask a question may register for the call here to receive the dial-in numbers and unique PIN.
Date:
Friday, August 14, 2026
Time:
8:00 a.m. Eastern Time
Webcast:
Here (live and replay)
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
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