false 0002090646 0002090646 2026-08-14 2026-08-14 0002090646 BRUN:ClassCommonStock0.0001ParValueMember 2026-08-14 2026-08-14 0002090646 BRUN:WarrantsEachWholeWarrantIsExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember 2026-08-14 2026-08-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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

[email protected]

 

Media Contact

Boost Run, Inc.

(847) 489-3367

[email protected]

 

 

 

 

Exhibit 99.2