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Boost Run Inc-A 2026年季度报告

2026-06-01 美股财报 ζޓއއKun
报告封面

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-43277 Boost Run Inc. (Exact name of registrant as specified in its charter) Delaware39-4824850(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 5 Revere Drive, Suite 200Northbrook, IL60062(Address of principal executive offices)(Zip Code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No As of June 1, 2026, the registrant had a total of 31,895,656 shares of Class A Common Stock, $0.0001 par value, issued andoutstanding and 29,533,018 shares of Class B Common Stock, $0.0001 par value, issued and outstanding. BOOST RUN INC. INDEX TO FORM 10-Q Page #PART I - FINANCIAL INFORMATION1Item 1. Interim Financial Statements1Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 3. Quantitative and Qualitative Disclosures About Market Risk43Item 4. Evaluation of Disclosure Controls and Procedures43PART II - OTHER INFORMATION44Item 1. Legal Proceedings44Item 1A. Risk Factors44Item 2. Unregistered Sales of Equity Securities and Use of Proceeds44Item 3. Defaults Upon Senior Securities44Item 4. Mine Safety Disclosure44Item 5. Other Information44Item 6. Exhibits45PART III - SIGNATURES46i CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Quarterly Report on Form 10-Q (this “Report”) are “forward-looking statements” within the meaning ofSection 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. All statementscontained in this Report other than statements of historical facts, including statements regarding our future results of operations andfinancial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words“believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identifyforward-looking statements. We have based these forward-looking statements largely on our current expectations and projections aboutfuture events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-termand long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number ofrisks, uncertainties and assumptions, including those described in “Risk Factors” of our Prospectus dated April 8, 2026, as may besupplemented from time to time, and in any subsequent filing we make with the SEC, as well as in any documents incorporated byreference that describe risks and factors that could cause results to differ materially from those projected in these forward-lookingstatements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possiblefor our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, orcombination of factors, may cause actual results to differ materially from those c