Boost Run Inc.

8-K · form8-k.htm

0002090646

 2026-06-02
 2026-06-02

 0002090646

 brun:ClassCommonStock0.0001ParValueMember

 2026-06-02
 2026-06-02

 0002090646

 brun:WarrantsEachWholeWarrantIsExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember

 2026-06-02
 2026-06-02

 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): June 2, 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
2.02 Results of Operations and Financial Condition.

  

 On
June 2, 2026, Boost Run Inc. (the “Company”) released an investor presentation containing financial and operating
information regarding the Company’s performance, including annual recurring revenue, contracted revenue backlog, and other key
metrics. A copy of the investor presentation is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (the “Presentation”)
and incorporated into this Item 2.02 by reference.

  

 Item
7.01 Regulation FD Disclosure.

  

 On
June 2, 2026, the Company posted to the investor relations page of its website at www.boostrun.com/investors the Presentation,
which is incorporated into this Item 7.01 by reference. The Presentation is expected to be used by the Company in connection with certain
future presentations to investors, analysts and others.

  

 The
information contained in the Presentation is summary information and contains forward-looking statements that are subject to risks and
uncertainties, including those set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”).
The information in the Presentation is as of June 1, 2026, except for information that is specifically identified as being as of an earlier
date. The Company undertakes no obligation to publicly update or revise the information contained in the Presentation or this Item 7.01,
except as required by law, although it may do so from time to time. Any such updating may be made through the filing of other reports
or documents with the SEC, press releases, disclosure on the Company’s website or other means of public disclosure.

  

 The
information in Items 2.02 and 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “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 in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a filing.

  

 Item
9.01 Financial Statements and Exhibits.

  

 (d)
 Exhibits.

  

 The
following exhibits are being furnished herewith:

  

 Exhibit
 No.
  
 Description

 99.1
  
 Investor
 Presentation, dated June 2, 2026

 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document)

  

  

  

  

 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/
 Erik Guckel

  
 Name:
 Erik
 Guckel

  
 Title:
 Chief
 Financial Officer

  
  
  

 Date:
 June 2, 2026