Boost Run Inc. Q1 2026 Financial Highlights and Shareholder Update
Key Points from the Q1 2026 Report
- Quarterly Results: Boost Run Inc. (“the Company”) reported a net loss of \$51,000 for the quarter ended March 31, 2026. The company has only one share of common stock outstanding, and basic and diluted net loss per share are the same for all periods presented.
- Stockholder’s Deficit: As of March 31, 2026, the Company reported a total stockholder’s deficit of \$102,450, which increased from \$51,450 as of December 31, 2025. This deficit is mainly attributed to accumulated losses and the absence of revenues or inflows to offset operating costs.
- Liquidity and Going Concern: The financial statements indicate substantial doubt about the Company’s ability to continue as a going concern due to ongoing losses and negative equity. There is no evidence of positive cash flow or revenue generation in the reported period.
- Business Structure and Operations: Boost Run Inc. was incorporated on September 5, 2025, in Delaware, and its primary purpose is to facilitate a special purpose acquisition company (SPAC) merger transaction. The company entered into two subscription agreements on its inception date, acquiring ownership interests in affiliated entities related to the SPAC merger process.
- Merger Agreement and SPAC Transaction: The Company is party to a merger agreement intended to qualify as a tax-free exchange under Section 351 of the Internal Revenue Code. The closing of the mergers is subject to standard closing conditions, including SPAC and LLC member approval, SEC registration effectiveness, antitrust clearance, and Nasdaq listing approvals.
- Segment Reporting: The Company operates and manages its business as a single operating and reportable segment.
- Authorized Capital Stock: The Company is authorized to issue up to 1,000,000,000 shares of common stock with a par value of \$0.0001 per share, but currently only one share is issued and outstanding.
- Accounting and Financial Policies: The company’s financial statements are prepared in accordance with U.S. GAAP for interim reporting and include only normal recurring adjustments. No recently issued accounting standards are expected to have a material effect on the Company.
- No Subsequent Events: The Company evaluated subsequent events through the date of the report and found no events requiring disclosure or adjustment.
Potentially Price-Sensitive Information for Shareholders
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Substantial Doubt About Going Concern:
The Company’s auditors and management have raised substantial doubt regarding the Company’s ability to continue as a going concern. This is due to the ongoing net losses, negative equity, and lack of revenue-producing operations. Should the Company fail to secure additional funding or successfully complete its merger transaction, there may be a significant risk to shareholders, including the risk of delisting or insolvency.
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Pending SPAC Merger Transaction:
The Company’s value proposition currently hinges on the successful closing of the SPAC merger. The completion of the merger is subject to several contingencies, including regulatory approvals and shareholder/member votes. Any developments, positive or negative, related to the merger process could cause significant volatility in the share price.
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Nasdaq Listing:
The merger closing is contingent upon the Company’s Class A Common Stock being approved for listing on the Nasdaq Stock Market. Failure to meet Nasdaq’s listing requirements could jeopardize the transaction and have a negative impact on share value.
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Tax and Legal Risks:
Each party to the merger transaction is responsible for its own tax liabilities, including adverse consequences if the transaction does not qualify for tax-free treatment. Unforeseen tax or legal issues could impact the post-merger financial position and thus share value.
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Shareholder’s Deficit:
The significant and growing accumulated deficit and negative stockholder’s equity highlight the early stage and speculative nature of the Company. Shareholders should be aware that the Company has not commenced substantial operations and is dependent on the successful execution of its merger strategy.
Additional Details for Investors
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SPAC Merger Structure:
On September 5, 2025, Boost Run Inc. entered into two subscription agreements to acquire interests in entities formed for the SPAC merger. The Company’s principal activities since inception have been organizing its structure and preparing for the merger. The transaction is designed for tax efficiency, but the risk of not qualifying for intended tax treatment could have material adverse consequences.
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No Revenue or Operating Cash Flow:
The Company has not generated any revenue since inception. All reported cash flows and activities pertain to administrative and organizational expenses in anticipation of the SPAC transaction.
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Single Operating Segment:
Management evaluates performance based on general and administrative expenses, which totaled \$51,000 for the three months ended March 31, 2026.
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Stockholder Information:
Only one share of common stock is outstanding as of March 31, 2026, with 1,000,000,000 shares authorized. There have been no equity issuances, conversions, or exercises of warrants or options during the period.
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Accounting Policies:
The company’s accounting policies are standard for a newly-formed SPAC-related entity, with no significant estimates, fair value measurements, or earnings per share complexities due to the simple capital structure.
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No Legal Proceedings or Risk Factors Update:
There are no new legal proceedings or material updates to risk factors disclosed in this quarterly report.
Conclusion
Boost Run Inc.’s Q1 2026 report is primarily significant for its ongoing SPAC merger and the substantial doubt raised about its ability to continue as a going concern. The company’s success and share price will be highly sensitive to the outcome of the pending merger, regulatory approvals, and its ability to secure future funding. Investors should monitor developments closely as any news regarding the merger or Nasdaq listing could result in material movements in the Company’s share price.
Disclaimer: This article is for informational purposes only and does not constitute financial or investment advice. Readers should consult their own advisors and review company filings before making investment decisions. The information is drawn from the company’s public SEC filings as of the reporting period and may be subject to change or updates not reflected in this summary.
