Boost Run Inc. (NASDAQ: BRUN) delays Q1 2026 Form 10-Q, expects June 1 filing

Rhea-AI Filing Summary

Boost Run Inc. notified the SEC that it cannot, without unreasonable effort or expense, timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026. The company states it needs additional time to compile required information and expects to file the Q1 2026 Form 10-Q no later than June 1, 2026.

The notice was signed by Erik Guckel, Chief Financial Officer, on May 26, 2026. Contact information listed includes telephone 847-812-3764. The filing cites Rule 12b-25 and includes standard forward-looking statement cautionary language.

Key Figures

Quarter end: March 31, 2026 Expected filing date: June 1, 2026 Notification signature date: May 26, 2026 +3 more

6 metrics

Quarter end March 31, 2026 fiscal quarter end for the delayed Form 10-Q

Expected filing date June 1, 2026 company expects to file the Q1 2026 Form 10-Q no later than this date

Notification signature date May 26, 2026 date the Form 12b-25 was signed by the CFO

CFO phone 847-812-3764 telephone number listed for Erik Guckel

CUSIP (Class A) 09940T100 CUSIP for Class A Common Stock listed on the cover

CUSIP (Warrants) 09940T118 CUSIP for Warrants listed on the cover

Key Terms

Form 12b-25, Form 10-Q, Rule 12b-25

3 terms

Form 12b-25 regulatory

"Notification of Late Filing; cites Rule 12b-25"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 10-Q regulatory

"Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

Rule 12b-25 regulatory

"Part RULES 12b-25(b) AND (c) referenced in filing"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

	UNITED STATES	SEC FILE NUMBER 001-43277
	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	CUSIP NUMBER 09940T100 (Class A Common Stock) 09940T118 (Warrants)

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q

	☐	Form N-SAR	☐	Form N-CSR
	For Period Ended: March 31, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

	☐	Transition Report on Form 10-Q
	☐	Transition Report on Form N-SAR
	For the Transition Period Ended:

Read attached instruction sheet before preparing form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

Boost Run Inc.

Full Name of Registrant

N/A

Former Name if Applicable

5 Revere Drive, Suite 200

Address of Principal Executive Office (Street and Number)

Northbrook, IL 60062

City, State and Zip Code

PART II

RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or From N- CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
☐	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Boost Run Inc., a Delaware corporation (the “Company”), has determined that it is unable, without unreasonable effort or expense, to file timely its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Q1 2026 Form 10-Q”) due to additional time needed to compile information required to be included in the Q1 2026 Form 10-Q. At this time, the Company expects to file the Q1 2026 Form 10-Q no later than June 1, 2026.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Erik Guckel		847		812-3764
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Disclosures About Forward-Looking Statements

This Notification of Late Filing on Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. The above statements constitute forward-looking statements that are based on the Company’s current expectations. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause future events to differ materially from those in the forward-looking statements, many of which are outside of the Company’s control. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects, see “Risk Factors” in the Company’s annual and quarterly reports and subsequent reports filed with the SEC, as amended from time to time. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

2

Boost Run Inc.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 26, 2026	By:	/s/ Erik Guckel
	Name:	Erik Guckel
	Title:	Chief Financial Officer

3

FAQ

Why did Boost Run (BRUN) file a Form 12b-25 for the Q1 2026 10-Q?

Because the company needs additional time to compile information required in the Q1 2026 Form 10-Q. The notice states the delay is due to the time needed to assemble required disclosures and financial information before filing.

When does Boost Run (BRUN) expect to file the delayed Q1 2026 Form 10-Q?

Boost Run expects to file the Q1 2026 Form 10-Q no later than June 1, 2026. That date is stated verbatim in the notification as the projected latest filing date.

Who signed Boost Run’s late-filing notice and when was it signed?

The notice was signed by Erik Guckel, Chief Financial Officer, on May 26, 2026. His name, title, and the signature date appear in the submitted Form 12b-25.

What contact information is provided in Boost Run’s notification (BRUN)?

The notification lists a contact phone number of 847-812-3764 for Erik Guckel. That telephone number is included in the Part Other Information section of the filing.

Which quarter and reporting form are affected by Boost Run’s late filing?

The late filing concerns the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026. The form type and quarter end are specified in the narrative.