0001493152-26-039029 | 10-Q/A | XBRL Viewer

Equipment, Net (Details Narrative) - Boost Run Holdings LLC [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Restructuring Cost and Reserve [Line Items]
Depreciation expense	$ 1,116	$ 574
Disposal of long-lived assets	$ 0	$ 1,110

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2026

Restructuring Cost and Reserve [Line Items]

Summary of Significant Accounting Policies

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Management adjusts estimates as facts and circumstances become known. There were no significant estimates or assumptions affecting the condensed consolidated financial statements as of March 31, 2026.

Fair Value Measurements

Fair value is defined as the price that the Company would receive to sell an investment in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are as follows:

	●	Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

	●	Level 2—Quoted prices in markets that are not considered to be active or financial instrument valuations for which all significant inputs are observable, either directly or indirectly; and,

	●	Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Financial instruments are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the investment.

The Company may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings.

Earnings (Loss) Per Share

The Company computes basic earnings (loss) per share (“basic EPS”) and diluted earnings (loss) per share (“diluted EPS”) for its common shares in accordance with Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share.

Basic EPS is calculated by dividing net income (loss) available to shareholders by the weighted-average number of respective shares outstanding during the period.

Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, using the treasury stock and if-converted methods, as applicable.

Since inception, the Company has one share of common stock outstanding and has not had any potentially dilutive or other participating securities outstanding; therefore, basic and diluted net loss per share are the same for all periods presented.

Segment Information

The Company determined its operating segment after considering its organizational structure and the information regularly reviewed and evaluated by its chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company has determined that its CODM is its Chief Executive Officer, who reviews the financial information on a regular basis for purposes of making operating decisions, allocation of resources, and assessing financial performance.

The CODM uses net income (loss) to measure segment profit or loss in order to identify underlying trends in the performance of the business for purposes of allocating resources and evaluating financial performance. The Company’s objective in making resource allocation decisions is to optimize the financial results. Significant segment expenses that the CODM reviews and utilizes to manage the Company’s operations are general and administrative expenses at the level which are presented in the Company’s condensed consolidated statement of operations.

On the basis of these factors, the Company determined that it operates and manages its business as one operating segment and, therefore, has one reportable segment.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Issued Accounting Pronouncements

Management has evaluated recently issued accounting standards that have not yet been adopted and concluded that none apply to the Company or are expected to have a material effect on the Company’s condensed consolidated financial statements.

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the interim condensed consolidated financial statements, and the recognition of revenues and expenses during the reporting period.

Estimates and judgments are based on several factors including historical experience, the facts and circumstances available at the time the estimates are made, general economic conditions and trends and the assessment of the probable future outcome. Significant estimates include the useful lives assigned to equipment and intangible assets, the fair value of blockchain awards receivable, the discount rates used for operating leases, unit-based compensation including the determination of the fair value of the Company’s Class B units (the “Profit Interest Units”) and warrants, and the determination of the fair value of the Company’s Class C units issued in conjunction with the execution of the Bridge Loan Agreement (see Note 9 – Debt), prior to the SPAC Merger.

Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of changes, if any, are reflected in the statements of operations in the period that they are determined.

Equipment, net

Equipment acquired by the Company is recorded at cost, net of accumulated depreciation. Expenditures for repairs and maintenance are expensed as incurred, if any. Depreciation is computed using the straight-line method over the estimated useful life of the respective assets as follows:

Schedule of Estimated Useful Life

Computer hardware		4 years
Tool and machine		4 years
Computer equipment		3 years

Fixed Assets Not In Service

Fixed assets not yet placed into service consist of costs incurred to acquire, construct, or develop long-lived assets that are not yet ready for their intended use and are recorded within equipment, net. Capitalized costs include direct materials and services, payroll and related costs for employees directly involved in the project, and other costs necessary to bring the assets to a condition and location for their intended use. Interest is capitalized for qualifying assets in accordance with ASC 835-20.

Assets not in service are not depreciated until they are substantially complete and ready for their intended use, at which time they are placed into service and reclassified to the appropriate equipment category. The Company evaluates these assets for impairment in accordance with ASC 360 when events or changes in circumstances indicate the carrying amount may not be recoverable, including instances of project delays, changes in scope, or abandonment. Capitalized costs associated with abandoned projects are written off in the period such determination is made.

Intangible Assets

The Company’s intangible assets consist solely of IP addresses, which are recognized when acquired and measured at cost or fair value if obtained through a business combination in accordance with ASC 805, Business Combinations (“ASC 805”). Intangible assets are evaluated to determine whether they are indefinite-lived or definite-lived based on legal, regulatory, and contractual factors. Indefinite-lived intangible assets are not amortized, while definite-lived intangible assets are amortized on a straight-line basis over their estimated useful life. As of March 31, 2026, the Company’s intangible assets are all indefinite-lived.

Intangible assets are tested for impairment in accordance with ASC 350-30, Intangibles – Goodwill and Other (“ASC 350”) for indefinite-lived assets and ASC 360, Impairment or Disposal of Long-Lived Assets (“ASC 360”) for definite-lived assets whenever events or changes in circumstances indicate the carrying amount may not be recoverable, or annually for indefinite-lived assets. Impairment losses, if any, are recognized in the Consolidated Statements of Operations. Costs to maintain or renew intangible assets are expensed as incurred. As of March 31, 2026, there was no impairment of the Company’s IP addresses.

Deferred transaction costs

Deferred transaction costs, consisting of legal and accounting fees and costs relating to the Company’s planned Merger are capitalized and recorded on the interim condensed consolidated balance sheets. The deferred transaction costs will be offset against the proceeds received upon the closing of the planned Merger. In the event that the Company’s plans for a Merger are terminated, all of the deferred transaction costs will be written off within operating expenses in the Company’s interim condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025 there were $1,662 and $1,002 of deferred transaction costs capitalized, respectively.

Leases - Lessor

Revenues from GPU Rentals

The Company generates revenue by providing customers with access to its high-performance GPU servers under GPU rental agreements. The Company enters into contracts with both end customers and with third parties who separately contract with their own customers to use Boost Run’s services. These agreements contain lease components for the right to use specifically identified GPU servers and related hardware within dedicated data center areas, along with non-lease components for ancillary services which include the provision of power, internet connectivity, security, and customer support. The company has elected the lessor practical expedient available under ASC Topic 842, Leases, to combine the non-lease components that have the same pattern of transfer as the related operating lease components into a single combined component. The single combined component is accounted for under ASC Topic 842 as an operating lease if the lease components are the predominant components and is accounted for under ASC Topic 606 if the nonlease components are the predominant components. The lease components are the predominant components in our GPU rental arrangements and the single combined components in these arrangements are accounted for under the operating lease guidance of ASC Topic 842.

The agreements provide customers with the exclusive right to control the use of the GPU servers during the contract term, including the ability to determine workloads, GPU utilization, and end-user access. Lease terms are based on the stated noncancellable initial term of the order, commencing when servers are provisioned. The initial terms of the GPU rental agreements may be extended if mutually agreed by both parties.

We have concluded that it is probable that substantially all of the payments will be collected over the term of the arrangements and recognize the combined lease component payments on a straight-line basis over the respective lease terms. The difference between revenue recognized during the period and the contractual payments made is recorded in customer deposits classified in accrued expenses and other current liabilities in the consolidated balance sheets.

Certain agreements include variable payments related to a percentage of net revenues generated in the period or for additional capacity or ancillary services requested by customers. Variable lease payments are recognized in profit or loss when the changes in facts and circumstances on which the variable lease payments are based occur. The GPU servers remain on the Company’s balance sheet and continue to be depreciated over their estimated useful lives of approximately four years.

Revenue

The Company recognizes revenue in accordance with ASC 606, Revenue from Contract with Customers (“ASC 606”). The core principle of the revenue standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

	●	Step 1: Identify the contract with the customer;
	●	Step 2: Identify the performance obligations in the contract;
	●	Step 3: Determine of the transaction price;
	●	Step 4: Allocate the transaction price to the performance obligations in the contract; and
	●	Step 5: Recognize revenue when, or as, the Company satisfies a performance obligation.

In order to identify the performance obligations in a contract with a customer, an entity must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met:

	●	The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and
	●	The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

	●	Variable consideration
	●	Constraining estimates of variable consideration
	●	The existence of a significant financing component in the contract
	●	Noncash consideration
	●	Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized under the accounting contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The transaction price is allocated to each performance obligation on a relative standalone selling price basis.

The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time, as appropriate.

Blockchain Rewards

Blockchain rewards represent the revenues earned from the provision of GPU computing services to decentralized networks, Bittensor and Aethir. The Company contributes computing power to these networks, who meet the definition of a customer under ASC 606, in exchange for consideration in the form of TAO and ATH respectively (collectively, “digital assets”).

The Company’s performance obligation is to provide computing services that support network operations and validation. Each arrangement consists of a single performance obligation that is satisfied over time as the customer simultaneously receives and consumes the benefits of the services provided. Contracts with customers are open-ended and can be terminated at any time without penalty. Accordingly, the contract term is limited to the period in which services are provided. For Bittensor, this period is defined as the processing of a block, or unit of data in the Bittensor blockchain, which takes approximately 72 minutes, after which rewards are calculated and distributed. For Aethir, rewards and service fees are calculated daily.

The transaction price is measured at the fair value of the digital assets earned at the end of the contract term when the consideration becomes determinable. Revenue is recognized over time as services are provided, with recognition occurring at the point the earned amount is fixed and determinable. Digital assets received as a form of payment are converted to cash or used to fulfill expenses shortly after they are earned. As such, the Company held $0 in TAO and ATH as of March 31, 2026.

Accounts receivable denominated in digital assets represent rights to receive a fixed amount of digital assets and are initially measured at the fair value of the asset receivable. These receivables are accounted for as hybrid instruments, with a receivable host contract that contains an embedded derivative based on the changes in the fair value of the underlying digital asset. The embedded derivative is accounted for at fair value.

Debt

The Company issued a bridge loan to a lender (see Note 9 – Debt). The Company’s bridge loan is carried at an amortized cost basis, net of unamortized debt issuance costs and discount. The debt issuance costs and discount associated with the term loan are recorded as a reduction of the carrying value of the bridge loan and amortized to interest expense in the interim condensed consolidated statements of operations using the effective interest method over the contractual terms of the bridge loan.

In February 2026, the Company entered into an amendment to its existing loan agreement (see Note 9 – Debt). The difference between the principal amount and proceeds received was recorded as a debt discount. The Company determined that this arrangement represents a new borrowing and accounted for it as a separate debt issuance. The term loan does not bear stated cash interest; accordingly, the Company recognizes non-cash interest expense through the amortization of the debt discount and any associated issuance costs over the expected term of the borrowing using the effective interest method. Given the short-term nature of the instrument, such amounts are amortized over the contractual term through maturity or earlier repayment.

Segment Information

The CODM uses net income (loss) to measure segment profit or loss in order to identify underlying trends in the performance of the business for purposes of allocating resources and evaluating financial performance. The Company’s objective in making resource allocation decisions is to optimize the financial results. Significant segment expenses that the CODM reviews and utilizes to manage the Company’s operations are cost of revenue, and selling, general and administrative expenses at the level which are presented in the Company’s statements of operations.

On the basis of these factors, the Company determined that it operates and manages its business as one operating segment and, therefore, has one reportable segment. The Company’s primary source of income is from GPU rental services. All ancillary revenue sources—such as revenue generated through the Boost Run Platform, third-party platforms, or brokers—are aggregated within this segment, as they primarily support the provision of GPU rental services. All of the Company’s long-lived assets are located in the United States, and substantially all revenue is earned from providing GPU rental services to customers throughout the United States.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these interim condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASC 2025-05”) amending ASC 326, Credit Losses, which provides a practical expedient for all entities in developing reasonable and supportable forecasts as part of estimating expected credit losses to assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in ASU 2025-05 are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company adopted ASU 2025-05 on January 1, 2026, and the adoption did not have a material impact on the Company’s interim condensed consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASC 2024-03”), which requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other depletion expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact this amended guidance may have on its interim condensed consolidated financial statements.

There are no other new accounting pronouncements that are expected to have a significant impact on the Company’s interim condensed consolidated financial statements.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Liquidity and Going Concern

3 Months Ended

Mar. 31, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidity and Going Concern

2.	LIQUIDITY AND GOING CONCERN

Liquidity and Going Concern

The accompanying interim condensed consolidated financial statements have been prepared on a going concern basis. As of March 31, 2026, the Company had no operating activities other than expenses incurred for legal and accounting professional services. As of March 31, 2026, the Company had no cash. Subsequent to March 31, 2026, the Company completed the Mergers that resulted in the receipt of approximately $95,381 thousand and the repayment of the bridge loans and related party loan. Management has evaluated the Company’s liquidity position and expected cash flows and believes that, based on its current cash balances, proceeds from the Mergers, and anticipated cash flows from operations, the Company has sufficient liquidity to meet its obligations as they become due for at least one year from the date these interim condensed consolidated financial statements are issued.

- Definition

The entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.

+ References + Details

Schedule of Disaggregated Revenues (Details) - Boost Run Holdings LLC [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Restructuring Cost and Reserve [Line Items]
Lease revenue	$ 10,615	$ 3,944
Blockchain award revenue	341	196
Total revenue	$ 10,956	$ 4,140

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Subsequent Events

3 Months Ended

Mar. 31, 2026

Restructuring Cost and Reserve [Line Items]

Subsequent Events

8.	SUBSEQUENT EVENTS

Subsequent Events

The Company has evaluated subsequent events through the date these interim condensed consolidated financial statements were issued and determined that there have been no events that have occurred that would require adjustments to disclosures in the interim condensed consolidated financial statements other than the following.

Merger

On May 8, 2026 (the “Closing Date”), the previously disclosed business combination pursuant to the Merger Agreement was consummated. In accordance with the terms of the Merger Agreement, (i) SPAC Merger Sub merged with and into Willow Lane Acquisition Corp. (the “SPAC”), with the SPAC surviving as a wholly owned subsidiary of the Company, and (ii) immediately thereafter, Company Merger Sub merged with and into Boost Run Holdings LLC, with it surviving as a wholly owned subsidiary of Pubco. As a result of the Mergers, the Company became a publicly traded company and the SPAC and Boost Run Holdings LLC became its wholly owned subsidiaries.

In connection with the closing of the Mergers, the Company’s equity holders received aggregate consideration including (i) an installment note with an initial principal amount of $8,500 and (ii) equity consideration consisting of Pubco Class A and Class B common stock based on a $10.00 per share valuation, together with the potential issuance of up to 7,875,000 earnout shares contingent upon Pubco’s future stock price performance.

The Mergers were accounted for as a reverse recapitalization, with the Company deemed to be the accounting acquirer. Accordingly, the transaction is equivalent to the issuance of equity by the Company for the net assets of the SPAC, accompanied by a recapitalization of the Company’s equity structure.

In connection with the closing of the Mergers, the Company also repaid in full all outstanding borrowings under Boost Run Holdings LLC bridge loan arrangements, including the August 2025 Bridge Loan and the February 2026 Bridge Loans, as well as amounts outstanding under Boost Run Holdings LLC related party loan. As a result, the Company had no outstanding debt obligations related to these arrangements after the Closing Date.

Additionally, all outstanding SPAC securities converted into equivalent Company securities, and the Company’s Class A common stock and public warrants commenced trading on The Nasdaq Stock Market LLC subsequent to the Closing Date.

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Subsequent Events

Note 16. Subsequent Events

The Company has evaluated subsequent events through the date these interim condensed consolidated financial statements were issued, and determined that there have been no events that have occurred that would require adjustments to disclosures in the interim condensed consolidated financial statements other than the following.

Partnership and License Agreements

Partnership Agreement

On April 17, 2026, the Company entered into a Partnership Agreement (“PA”), establishing a five-year strategic purchasing arrangement. The agreement includes minimum annual purchase commitments across specified product categories, with aggregate commitments totaling approximately $1,440,000 over the term. The PA provides for volume-based pricing discounts, supply chain prioritization, and advance planning coordination. If annual purchase commitments are not met, the Company is obligated to pay the shortfall amount for the applicable year.

License Agreement

In connection with the PA, on April 15, 2026, the Company entered into a License Agreement (“LA”) with the same vendor for software licenses, support services, and related offerings. The LA includes total committed fees of $100,000, which are payable in five annual installments of $20,000 beginning in October 2026. The agreement includes term-based software licenses and prepaid support services, with a license and support period of approximately five and a half years.

Merger

On May 8, 2026 (the “Closing Date”), the previously disclosed business combination pursuant to the Merger Agreement was consummated. In accordance with the terms of the Merger Agreement, (i) SPAC Merger Sub merged with and into Willow Lane Acquisition Corp. (the “SPAC”), with the SPAC surviving as a wholly owned subsidiary of Boost Run Inc., and (ii) immediately thereafter, Company Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Boost Run Inc. As a result of the Mergers, Boost Run Inc. became a publicly traded company and the SPAC and the Company became its wholly owned subsidiaries.

In connection with the closing of the Mergers, Boost Run Inc’s equity holders received aggregate consideration including (i) an installment note with an initial principal amount of $8,500 and (ii) equity consideration consisting of Pubco Class A and Class B common stock based on a $10.00 per share valuation, together with the potential issuance of up to 7,875,000 earnout shares contingent upon Pubco’s future stock price performance.

The Mergers were accounted for as a reverse recapitalization, with Boost Run Inc. deemed to be the accounting acquirer. Accordingly, the transaction is equivalent to the issuance of equity by Boost Run Inc. for the net assets of the SPAC, accompanied by a recapitalization of Boost Run Inc’s consolidated equity structure.

In connection with the closing of the Mergers, the Company also repaid in full all outstanding borrowings under its bridge loan arrangements, including the August 2025 Bridge Loan and the February 2026 Bridge Loans, as well as amounts outstanding under the related party loan. As a result, the Company had no outstanding debt obligations related to these arrangements after the Closing Date.

Additionally, all outstanding SPAC securities converted into equivalent Boost Run Inc. securities, and its Class A common stock and public warrants commenced trading on The Nasdaq Stock Market LLC subsequent to the Closing Date.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2026

Restructuring Cost and Reserve [Line Items]

Use of Estimates

Use of estimates

Fair Value Measurements

Fair Value Measurements

The three levels of the fair value hierarchy are as follows:

	●	Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

	●	Level 2—Quoted prices in markets that are not considered to be active or financial instrument valuations for which all significant inputs are observable, either directly or indirectly; and,

	●	Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Earnings (Loss) Per Share

Earnings (Loss) Per Share

Basic EPS is calculated by dividing net income (loss) available to shareholders by the weighted-average number of respective shares outstanding during the period.

Segment Information

Segment Information

On the basis of these factors, the Company determined that it operates and manages its business as one operating segment and, therefore, has one reportable segment.

Emerging Growth Company Status

Emerging Growth Company Status

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Use of Estimates

Use of Estimates

Segment Information

Segment Information

The CODM uses net income (loss) to measure segment profit or loss in order to identify underlying trends in the performance of the business for purposes of allocating resources and evaluating financial performance. The Company’s objective in making resource allocation decisions is to optimize the financial results. Significant segment expenses that the CODM reviews and utilizes to manage the Company’s operations are cost of revenue, and selling, general and administrative expenses at the level which are presented in the Company’s statements of operations.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Equipment, net

Equipment, net

Schedule of Estimated Useful Life

Computer hardware		4 years
Tool and machine		4 years
Computer equipment		3 years

Fixed Assets Not In Service

Fixed Assets Not In Service

Intangible Assets

Intangible Assets

Deferred transaction costs

Deferred transaction costs

Leases - Lessor

Leases - Lessor

Revenues from GPU Rentals

Revenue

Revenue

	●	Step 1: Identify the contract with the customer;
	●	Step 2: Identify the performance obligations in the contract;
	●	Step 3: Determine of the transaction price;
	●	Step 4: Allocate the transaction price to the performance obligations in the contract; and
	●	Step 5: Recognize revenue when, or as, the Company satisfies a performance obligation.

	●	The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and
	●	The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

	●	Variable consideration
	●	Constraining estimates of variable consideration
	●	The existence of a significant financing component in the contract
	●	Noncash consideration
	●	Consideration payable to a customer

The transaction price is allocated to each performance obligation on a relative standalone selling price basis.

The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time, as appropriate.

Blockchain Rewards

Debt

Debt

Emerging Growth Company Status

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these interim condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Accounting Pronouncements Not Yet Adopted

Accounting Pronouncements Not Yet Adopted

There are no other new accounting pronouncements that are expected to have a significant impact on the Company’s interim condensed consolidated financial statements.

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Summary of Changes in the Estimated Fair Value

During the three months ended March 31, 2026, the security deposit was returned by the Aethir network, resulting in full settlement of the digital asset receivable. Accordingly, no digital asset receivable remained outstanding as of March 31, 2026:

Balance - December 31, 2025	$	28
Change in fair value		3
Settlement of digital asset receivable		(31	)
Balance - March 31, 2026	$	-

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Schedule of Estimated Useful Life (Details) - Boost Run Holdings LLC [Member]	Mar. 31, 2026
Computer Hardware [Member]
Property, Plant, and Equipment [Line Items]
Useful life	4 years
Tool And Machine [Member]
Property, Plant, and Equipment [Line Items]
Useful life	4 years
Computer Equipment [Member]
Property, Plant, and Equipment [Line Items]
Useful life	3 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

(Loss) Income Per Unit (Tables)

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of Segment Information

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Schedule of Segment Information

	2026		2025
	For the three months ended March 31,
	2026		2025
Cost of revenue (excluding depreciation and amortization)	$	1,579	$	703
Selling, general and administrative (excluding depreciation and amortization)		2,658		774
Depreciation and amortization		4,723		1,371
Colocation lease cost		4,667		810
Total operating expenses	$	13,627	$	3,658

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Tabular disclosure of segment reporting. Includes, but is not limited to, reconciliation of reportable segment amount to corresponding consolidated total.

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+ Details

Related Party (Details Narrative) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Nov. 25, 2025
Related Party Transaction [Line Items]
Related party receivable	$ 52,000	$ 26,000
Boost Run Holdings LLC [Member]
Related Party Transaction [Line Items]
Related party receivable	1,430,000
Boost Run Holdings LLC [Member] \| Boost Run Inc [Member]
Related Party Transaction [Line Items]
Related party receivable	$ 52,000	$ 26,000
Subordinated Loan Agreement [Member] \| Boost Run Holdings LLC [Member]
Related Party Transaction [Line Items]
Borrowings			$ 1,430,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Liquidity and Going Concern (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2026 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash
Proceeds from merger	$ 95,381

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

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+ Details

Description of Business and Basis of Presentation (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended
	Jan. 13, 2026	Sep. 15, 2025	Sep. 30, 2025	Aug. 31, 2025	Mar. 31, 2026	Dec. 31, 2025	Mar. 22, 2024
Common stock par value					$ 0.0001	$ 0.0001
Cash
Accumulated deficit					102,450	$ 51,450
Merger Agreement [Member]
Stockholder equity description	(i) $12.50 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares; (ii) $15.00 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares; and (iii) $17.50 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares (in each case, measured for any 20 trading days within any consecutive 30 trading days during the earnout period)
Merger Agreement [Member] \| Common Class A [Member]
Shares issued	3,093,750
Benchmark Merger Sub I Inc [Member]
Consideration amount					$ 100
Business acquisition percentage					100.00%
Benchmark Merger Sub II LLC [Member]
Consideration amount					$ 100
Business acquisition percentage					100.00%
Boost Run Holdings LLC [Member]
Business acquisition percentage							100.00%
Cash					$ 13,241,000	9,747,000
Accumulated deficit					21,157,000	$ 17,039,000
Working capital deficit					71,495,000
Bridge loan					$ 95,381,000
Boost Run Holdings LLC [Member] \| Boost Run Inc [Member]
Installment notes consideration		$ 8,500,000
Boost Run Holdings LLC [Member] \| Boost Run Inc [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Volume-weighted average price		$ 12.50
Boost Run Holdings LLC [Member] \| Boost Run Inc [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Volume-weighted average price		15.00
Boost Run Holdings LLC [Member] \| Boost Run Inc [Member] \| Share-Based Payment Arrangement, Tranche Three [Member]
Volume-weighted average price		17.50
Boost Run Holdings LLC [Member] \| Common Class A and B [Member] \| Boost Run Inc [Member]
Common stock par value		$ 10
Equity consideration		$ 441,500,000
Boost Run Holdings LLC [Member] \| Common Class A [Member] \| Maximum [Member]
Shares contingent upon stock performance		7,875,000
Boost Run Holdings LLC [Member] \| August 2025 Warrant Cancellation Agreement [Member]
Shares issued				128
Boost Run Holdings LLC [Member] \| Amended And Restated LLC Agreement [Member] \| Common Class B [Member]
Units granted			506
Boost Run Holdings LLC [Member] \| Merger Agreement [Member]
Shares issued	3,093,750
[custom:StockIssuedDuringPeriodOfEarnoutSharesOne]	1,125,000
[custom:StockIssuedDuringPeriodOfEarnoutSharesTwo]	1,968,750
Stockholder equity description	(i) $12.50 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares; (ii) $15.00 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares; and (iii) $17.50 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares (in each case, measured for any 20 trading days within any consecutive 30 trading days during the earnout period).
Common Stock [Member] \| Benchmark Merger Sub I Inc [Member]
Stock issued during the period , acquisitions					1,000
Common stock par value					$ 0.0001

Stockholder’s Deficit

3 Months Ended

Mar. 31, 2026

Equity [Abstract]

Stockholder’s Deficit

4.	STOCKHOLDER’S DEFICIT

Stockholder’s Deficit

Authorized Capital Stock

As of March 31, 2026, the Company was incorporated in the State of Delaware and authorized to issue up to 1,000,000,000 shares of common stock with a par value of $0.0001 per share, resulting in a total authorized par value of $100,000. On September 5, 2025, Andrew Karos, the Chief Executive Officer of Boost Run Inc., was issued one share of common stock for $0 in connection with the Company’s formation.

Equity-Based Compensation and Dividends

As of March 31, 2026, no equity-based compensation plans or dividend distributions have been authorized or declared.

- Definition

The entire disclosure for equity.

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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 13
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (i)
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Subparagraph (a)
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 14
-Subparagraph (c)
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
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-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

+ Details

Debt (Tables)

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of Maturities of Long Term Debt

The following table reflects the Company’s debt maturities:


2026	$	16,000
2027		-
2028		-
2029		-
Thereafter		-
Less: Unamortized debt issuance costs and discount at March 31, 2026		(642	)
Long Term Debt	$	15,358

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Commitments and Contingencies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jan. 13, 2026	Sep. 15, 2025	Mar. 31, 2026	Dec. 31, 2025
Loss Contingencies [Line Items]
Common stock par value			$ 0.0001	$ 0.0001
Merger Agreement [Member]
Loss Contingencies [Line Items]
Stockholder equity description	(i) $12.50 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares; (ii) $15.00 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares; and (iii) $17.50 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares (in each case, measured for any 20 trading days within any consecutive 30 trading days during the earnout period)
Consulting Agreement [Member]
Loss Contingencies [Line Items]
Stockholder equity description	Specifically, 112,000 shares will vest if the VWAP of the Company’s Class A common stock equals or exceeds $12.00 per share for any 30 trading days within any consecutive 45 trading days, an additional 112,000 shares will vest if the VWAP equals or exceeds $14.50 per share for any 30 trading days within any consecutive 45 trading days, and the remaining 112,000 shares will vest if the VWAP equals or exceeds $17.00 per share for any 30 trading days within any consecutive 45 trading days. If any price target is not met, the corresponding shares will not vest
Issued shares, granted	336,000
Common Class A [Member] \| Merger Agreement [Member]
Loss Contingencies [Line Items]
Issued shares	3,093,750
Boost Run Holding LLC [Member]
Loss Contingencies [Line Items]
Installment notes		$ 8,500
Common stock par value		$ 10
Boost Run Holding LLC [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Share price		17.5
Boost Run Holding LLC [Member] \| Minimum [Member]
Loss Contingencies [Line Items]
Share price		12.5
Boost Run Holding LLC [Member] \| Median [Member]
Loss Contingencies [Line Items]
Share price		$ 15.0
Boost Run Holding LLC [Member] \| Common Stock [Member] \| Common Class A [Member]
Loss Contingencies [Line Items]
Shares received on business acquisition, value		$ 441,500
Boost Run Holding LLC [Member] \| Common Stock [Member] \| Common Class A [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Shares received on business acquisition		7,875,000
Boost Run Holding LLC [Member] \| Common Stock [Member] \| Common Class B [Member]
Loss Contingencies [Line Items]
Shares received on business acquisition, value		$ 441,500
Willow Lane Sponsor, LLC [Member] \| Common Class A [Member] \| Merger Agreement [Member]
Loss Contingencies [Line Items]
Issued shares	1,125,000
Goodrich ILMJS LLC [Member] \| Common Class A [Member] \| Merger Agreement [Member]
Loss Contingencies [Line Items]
Issued shares	1,968,750

Schedule of Equipment (Details) - Boost Run Holdings LLC [Member] - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Property, Plant, and Equipment [Line Items]
Property plant and equipment, gross	$ 36,211	$ 19,147
Less: accumulated depreciation	(5,397)	(4,281)
Equipment, net	30,814	14,866
Computer Hardware [Member]
Property, Plant, and Equipment [Line Items]
Property plant and equipment, gross	21,669	11,025
Fixed Assets [Member]
Property, Plant, and Equipment [Line Items]
Property plant and equipment, gross	14,448	8,094
Computer Equipment [Member]
Property, Plant, and Equipment [Line Items]
Property plant and equipment, gross	$ 28	$ 28

- Definition

Amount of accumulated depreciation, depletion, and amortization of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount, after accumulated depreciation, depletion, and amortization, of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482099/360-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478443/942-360-45-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147478451/942-360-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S45
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-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(8))
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-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

+ Details

Revenues (Tables)

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of Disaggregated Revenues

The following table presents the Company’s disaggregated revenues:

Schedule of Disaggregated Revenues

	2026		2025
	For the three months ended March 31,
	2026		2025
Lease revenue	$	10,615	$	3,944
Blockchain award revenue		341		196
Total revenue	$	10,956	$	4,140

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

(Loss) Income Per Unit	3 Months Ended
(Loss) Income Per Unit	Mar. 31, 2026
Boost Run Holdings LLC [Member]
Restructuring Cost and Reserve [Line Items]
(Loss) Income Per Unit	Note 13. (Loss) Income Per Unit The Company has structured its equity interests into three classes of units: Class A, Class B and Class C. Class A consisted of 8,500 units as of March 31, 2026 and March 31, 2025. During 2025, the Company granted 506 restricted Class B and 128 Class C units. Class B Units (otherwise known as Profit Interest Units) are subject to a service-based vesting schedule and have a Participation Threshold of $1,000 or $4,418 per unit. Class C units have a Participation Threshold of $6,394 per unit. The Company computes its basic earnings (loss) per unit (“Basic EPU”) and diluted earnings (loss) per unit (“Diluted EPU”) using the two-class method. The allocation of earnings between Class A, Profit Interest Units and Class C units is determined based on their respective economic rights and target capital accounts in relation to the Company’s undistributed earnings. Basic EPU is computed as net income (loss) divided by the weighted-average number of units outstanding for the period. Diluted EPU reflects the potential dilution that could occur using the treasury stock and if-converted methods, as applicable. As the Company incurred a net loss for the three months ended March 31, 2026 and the Profit Interest Units are not obligated to share losses, the related Participation Threshold was not met for the three months ended March 31, 2026, the Profit Interest Units were not eligible for distributions for both periods presented. As such, the Profit Interest Units are excluded from the Basic EPU computation, as their income allocation would be zero. The Profit Interest Units are not convertible into Class A units and were therefore not considered under the if-converted method for the Diluted EPU computation. In addition, inclusion of the Profit Interest Units would have no dilutive impact on the Diluted EPU, as there were no earnings allocations as discussed above and their effect would be zero per unit. Accordingly, the Profit Interest Units were excluded from the Diluted EPU computation. The Class C units were excluded from the Basic and Diluted EPU computation because the income distribution threshold was not met for the three months ended March 31, 2026, therefore the earnings per share for Class C units is zero for the period presented. Refer to the interim condensed consolidated statements of operations for the computations of Basic and Diluted EPU. There were no adjustments to the numerator or denominator for the periods presented.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Stockholder’s Deficit (Details Narrative) - USD ($)	3 Months Ended
Stockholder’s Deficit (Details Narrative) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Sep. 05, 2025
Equity [Abstract]
Common stock shares authorized	1,000,000,000	1,000,000,000
Common stock par value	$ 0.0001	$ 0.0001
Total authorized par value	$ 100,000
Common stock value			$ 0
Equity based compensation and dividends amount	$ 0

- Definition

Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479887/480-10-S45-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

+ Details

Schedule of Accrued Expenses and Other Current Liabilities (Details) - Boost Run Holdings LLC [Member] - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Restructuring Cost and Reserve [Line Items]
Customer deposits	$ 21,477	$ 15,426
Professional fees	1,156
Accrued bonus	413	248
Taxes	6	6
Other	429	981
Total accrued expenses and other liabilities, current	23,481	16,661
Customer deposits	19,614
Total accrued expenses and other liabilities, non-current	$ 19,614

Revenues

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Revenues

Note 5. Revenues

The following table presents the Company’s disaggregated revenues:

Schedule of Disaggregated Revenues

	2026		2025
	For the three months ended March 31,
	2026		2025
Lease revenue	$	10,615	$	3,944
Blockchain award revenue		341		196
Total revenue	$	10,956	$	4,140

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Subsequent Events (Details Narrative) - USD ($)	May 08, 2026	Apr. 17, 2026	Apr. 15, 2026	Jan. 13, 2026
Merger Agreement [Member] \| Boost Run Holdings LLC [Member]
Subsequent Event [Line Items]
Issued shares				3,093,750
Subsequent Event [Member] \| Boost Run Holdings LLC [Member]
Subsequent Event [Line Items]
Share price, per share	$ 10.00
Commitments amount		$ 1,440,000,000
License agreement, description			In connection with the PA, on April 15, 2026, the Company entered into a License Agreement (“LA”) with the same vendor for software licenses, support services, and related offerings. The LA includes total committed fees of $100,000, which are payable in five annual installments of $20,000 beginning in October 2026. The agreement includes term-based software licenses and prepaid support services, with a license and support period of approximately five and a half years
Principal amount	$ 8,500,000
Earnout shares contingent	7,875,000
Subsequent Event [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Debt initial prinicpal amount	$ 8,500
Share price, per share	$ 10.00
Issued shares	7,875,000

Schedule of Fair Value Measurements of Black Scholes Model Assumptions (Details) - Fair Value, Inputs, Level 3 [Member] - Class C Units [Member] - Boost Run Holdings LLC [Member]	Aug. 30, 2025
Measurement Input, Price Volatility [Member]
Defined Benefit Plan Disclosure [Line Items]
Units measurement inputs	0.825
Measurement Input, Risk Free Interest Rate [Member]
Defined Benefit Plan Disclosure [Line Items]
Units measurement inputs	0.038
Measurement Input, Expected Dividend Rate [Member]
Defined Benefit Plan Disclosure [Line Items]
Units measurement inputs	0
Measurement Input, Expected Term [Member] \| MA Comparables Analysis [Member]
Defined Benefit Plan Disclosure [Line Items]
Units measurement inputs	1.0
Measurement Input, Expected Term [Member] \| De SPAC Scenario [Member]
Defined Benefit Plan Disclosure [Line Items]
Units measurement inputs	0.45
Measurement Input, Discount for Lack of Marketability [Member] \| MA Comparables Analysis [Member]
Defined Benefit Plan Disclosure [Line Items]
Units measurement inputs	0.20
Measurement Input, Discount for Lack of Marketability [Member] \| De SPAC Scenario [Member]
Defined Benefit Plan Disclosure [Line Items]
Units measurement inputs	0.125

Schedule of Segment Information (Details) - Boost Run Holdings LLC [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Cost of revenue (excluding depreciation and amortization)	$ 1,579	$ 703
Selling, general and administrative (excluding depreciation and amortization)	2,658	774
Depreciation and amortization	4,723	1,371
Colocation lease cost	4,667	810
Total operating costs and expenses	13,627	3,658
Single Reportable Segment [Member]
Cost of revenue (excluding depreciation and amortization)	1,579	703
Selling, general and administrative (excluding depreciation and amortization)	2,658	774
Depreciation and amortization	4,723	1,371
Colocation lease cost	4,667	810
Total operating costs and expenses	$ 13,627	$ 3,658

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

+ References

+ Details

- Definition

The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.

+ References + Details

Schedule of Maturities of Long Term Debt (Details) - Boost Run Holdings LLC [Member] $ in Thousands	Mar. 31, 2026 USD ($)
Restructuring Cost and Reserve [Line Items]
2026	$ 16,000
2027
2028
2029
Thereafter
Less: Unamortized debt issuance costs and discount at March 31, 2026	(642)
Long Term Debt	$ 15,358

- Definition

Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Equipment, Net

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Equipment, Net

Note 4. Equipment, Net

Equipment, net consisted of the following:

Schedule of Equipment

	March 31,			December 31,
	2026			2025
Computer hardware	$	21,669		$	11,025
Fixed assets not in service		14,448			8,094
Tool and machine		66			-
Computer equipment		28			28
Property plant and equipment, gross		36,211			19,147
Less: accumulated depreciation		(5,397	)		(4,281	)
Equipment, net	$	30,814		$	14,866

All computer hardware shown above is leased to customers under operating lease arrangements.

Depreciation expense for equipment was $1,116 and $574 during the three months ended March 31, 2026 and 2025, respectively. The net carrying value of disposals of long-lived assets for the three months ended March 31, 2026 and 2025 was $0 and $1,110, respectively.

- Definition

The entire disclosure for property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ References

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+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Cover - $ / shares	3 Months Ended
Cover - $ / shares	Mar. 31, 2026	Aug. 17, 2026
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	Boost Run Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, originally filed with the Securities and Exchange Commission on June 1, 2026 (the “Original Filing”), to amend and restate Part I, Item 4 (Controls and Procedures) and to include updated certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Other than the amendments described above, including the updated signature page and certifications filed as Exhibits 31.1, 31.2, and 32.1 hereto, this Amendment does not modify or update any other disclosures set forth in the Original Filing, and does not otherwise reflect events occurring after the date of the Original Filing.
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2026
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2026
Current Fiscal Year End Date	--12-31
Entity File Number	001-43277
Entity Registrant Name	Boost Run Inc.
Entity Central Index Key	0002090646
Entity Tax Identification Number	39-4824850
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5 Revere Drive
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Northbrook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60062
City Area Code	(847)
Local Phone Number	489-3367
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Class A Common Stock, Par Value $0.0001 Per Share [Member]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	BRUN
Security Exchange Name	NASDAQ
WarrantsEach Whole Warrant Is Exercisable For One Share Of Class Common Stock At Exercise Price Of 11.50 Per Share [Member]
Title of 12(b) Security	Warrants, each whole warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	BRUNW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		49,954,423
Entity Listing, Par Value Per Share	$ 0.0001
Common Class B [Member]
Entity Common Stock, Shares Outstanding		29,533,018
Entity Listing, Par Value Per Share	$ 0.0001

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Namespace Prefix:
Data Type:	na
Balance Type:
Period Type:

Summary of Changes in the Estimated Fair Value (Details) - Digital Asset Receivable [Member] - Fair Value, Inputs, Level 2 [Member] - Boost Run Holdings LLC [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2026 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability value	$ 28
Fair value, measurement with unobservable inputs reconciliation, recurring basis, Change in fair value	3
Fair value, measurement with unobservable inputs reconciliation, recurring basis, Settlement of digital asset receivable	(31)
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability value

Accrued Expenses and Other Liabilities

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Accrued Expenses and Other Liabilities

Note 7. Accrued Expenses and Other Liabilities

Accrued expenses and other current liabilities consisted of the following:

	March 31,		December 31,
	2026		2025
Customer deposits	$	21,477	$	15,426
Professional fees		1,156		-
Accrued bonus		413		248
Taxes		6		6
Other		429		981
Total accrued expenses and other liabilities, current	$	23,481	$	16,661
Customer deposits		19,614		-
Total accrued expenses and other liabilities, non-current	$	19,614	$	-

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Leases (Details Narrative) - Boost Run Holdings LLC [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025	Dec. 31, 2024
Property, Plant, and Equipment [Line Items]
Lease term	12 months 15 days
Lease description	automatically extended for additional twelve-month renewal terms unless the Company provided advance notice of its intent to terminate at the end of the then-current lease term. The lease expired in February 2026.
Finance lease term	30 months		30 months
Finance lease payment	$ 55,693		$ 23,758
Secure leases payments	1,948	$ 1,860
Finance lease advance payments	3,721		970	$ 546
Short term lease cost			242
Accounts receivable	11,479	$ 2,607
Lease income for operating lease	$ 10,615		$ 3,944
Colocation Lease One [Member]
Property, Plant, and Equipment [Line Items]
Lease term	3 years		3 years
Operating lease, fixed payment	$ 6,260
Prepament of lease	$ 365
Colocation Lease Two [Member]
Property, Plant, and Equipment [Line Items]
Lease term	7 years
Operating lease, fixed payment	$ 113,835		$ 1,756
Prepament of lease	6,788
Letter of credit	$ 6,435

Unit-Based Compensation

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Unit-Based Compensation

Note 12. Unit-Based Compensation

Pursuant to the Amended and Restated Limited Liability Company Agreement dated August 2025 to provide appropriate equity-based incentives to key employees, the Company issued Profit Interest Units to individuals in exchange for services rendered to or on behalf of the Company. These units, once granted, are generally subject to vesting conditions, which may vary by individual.

Profit Interest Units do not require any capital contribution and entitle holders to share in the future appreciation of the Company’s fair market value through distributions. A Profit Interest Unit becomes eligible for distributions only if: (i) the unit is vested as of the distribution date, and (ii) the total distribution amount exceeds a threshold (or “Participation Threshold”) amount established by the Board on the date of grant. Holders of Profit Interest Units, however, have no voting rights with respect to such units on matters concerning the Company’s business or affairs.

The Profit Interest Units are accounted for as unit-based compensation in accordance with ASC 718, Compensation – Stock Compensation. These units generally vest over two years and do not have a contractual expiration date. The Profit Interest Units are subject to forfeiture until the service-based vesting requirement is satisfied through continued employment or service with the Company.

The following is a summary of the Profit Interest Unit activity for the three months ended March 31, 2026:

	Profit Interest Units			Weighted Average Profit Interest Unit Participation Threshold
Unvested balance as of December 31, 2025		4,023		$	1,322
Granted		-			-
Vested		(743	)		1,291
Forfeited		-			-
Unvested balance as of March 31, 2026		3,280		$	1,330
Vested balance as of March 31, 2026		870		$	1,746

During the three months ended March 31, 2026 and 2025, the Company recorded unit-based compensation expense of $198 and $202, respectively related to the Class B Units. As of March 31, 2026, unamortized stock-based compensation related to the unvested Class B Units totaled $51, which is expected to be recognized over a weighted-average period of 0.19 years.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Segment Information (Details Narrative)	3 Months Ended
Segment Information (Details Narrative)	Mar. 31, 2026 USD ($)
Segment Reporting [Abstract]
General and administrative expenses	$ 51,000

Schedule of Prepaid Expenses (Details) - Boost Run Holdings LLC [Member] - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Restructuring Cost and Reserve [Line Items]
Software and apps	$ 1,061
Operating lease prepaid	2,104	6,050
Other	263	137
Total prepaid expenses, current	3,428	6,187
Software and apps	1,040
Other	75
Total prepaid expenses, non-current	$ 1,115

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Leases	3 Months Ended
Leases	Mar. 31, 2026
Boost Run Holdings LLC [Member]
Restructuring Cost and Reserve [Line Items]
Leases	Note 8. Leases Operating Leases The Company enters into colocation leases in the United States for dedicated data center space where the Company keeps its GPU servers and related hardware. The colocation leases provide the Company with minimum amounts of power capacity and costs for overages above the established capacity thresholds that are charged to the Company. These overage payments are treated as variable lease payments and are excluded from the measurement of the colocation leases. During the three months ended March 31, 2026, the Company entered into two colocation leases with lease terms of 3three and seven years which require the Company to make fixed payments totaling $6,260 and $113,835, respectively, on an undiscounted basis. The Company was required to pay $365 and $6,788 in prepayments related to these leases, respectively. Additionally, the seven-year colocation lease required the Company to issue a standby letter of credit in the amount of $6,435 during the fourth quarter of 2025. During the three months ended March 31, 2025, the Company entered into one colocation lease with a 3three-year lease term which required the Company to make fixed payments totaling $1,756 on an undiscounted basis. The Company leased office space in Chicago, IL, which had an initial lease term of 12.5 months and automatically extended for additional twelve-month renewal terms unless the Company provided advance notice of its intent to terminate at the end of the then-current lease term. The lease expired in February 2026. Finance Leases During the three months ended March 31, 2026, the Company entered into 12 finance lease agreements for GPU servers that have 30-month lease terms and require the Company to make fixed payments totaling $55,693 on an undiscounted basis. During the three months ended March 31, 2026 and the year ended December 31, 2025, the Company made advance payments totaling $1,948 and $1,860 to secure five of these leases of GPUs, respectively. The Company made advance payments totaling $9,384 in April 2026 to secure the remaining seven leases of GPUs and this amount is included within finance lease liabilities, current on the Company’s condensed consolidated balance sheet as of March 31, 2026. During the three months ended March 31, 2025, the Company entered into six finance lease agreements for GPU servers that have 30-month lease terms and require the Company to make fixed payments totaling $23,758 on an undiscounted basis. The Company made advance payments totaling $546 to secure these leases of GPUs during the year ended December 31, 2024. Short-term Leases In October 2023, the Company entered into a twelve-month lease for dedicated colocation space and related services. The lease was treated as a short-term lease and was not recognized on the interim condensed consolidated balance sheets. The Company paid fees of $242 during the three months ended March 31, 2025. This lease was terminated in February 2025. Lessor Accounting The Company generates income by renting access to its Nvidia GPUs through its proprietary platform, third-party AI platforms, and GPU brokers, under rental agreements. The Company’s agreements with lessees are categorized as either having terms greater than one month or having month-to-month terms. For the Company’s agreements greater than one month, lessees are required to make up-front payments at the inception of the agreement. Lessees in month-to-month agreements are required to make payments in arrears after the provision of services has been rendered. Accordingly, as of March 31, 2026, lessees were not contractually obligated to make any future payments pursuant to existing agreements in place in excess of the accounts receivable balance of $11,479 presented on the Company’s interim condensed consolidated balance sheets. For three months ended March 31, 2026 and 2025, lease income generated for operating leases was $10,615 and $3,944, respectively.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Accrued Expenses and Other Liabilities (Tables)

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	March 31,		December 31,
	2026		2025
Customer deposits	$	21,477	$	15,426
Professional fees		1,156		-
Accrued bonus		413		248
Taxes		6		6
Other		429		981
Total accrued expenses and other liabilities, current	$	23,481	$	16,661
Customer deposits		19,614		-
Total accrued expenses and other liabilities, non-current	$	19,614	$	-

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2026

Restructuring Cost and Reserve [Line Items]

Commitments and Contingencies

6.	COMMITMENTS AND CONTINGENCIES

Commitments and Contingencies

Merger

Merger Agreement

On September 15, 2025, the Company entered into a SPAC merger agreement (the “Merger Agreement”) by and among Willow Lane Acquisition Corp. (the “SPAC”), Boost Run Holdings LLC, the Company, SPAC Merger Sub, and Company Merger Sub.

The Merger Agreement provides for a two-step merger transaction (the “Mergers”) in which, first, SPAC Merger Sub will merge with and into the SPAC (the “SPAC Merger”), with the SPAC surviving as a wholly-owned subsidiary of the Company, and, immediately thereafter, Company Merger Sub will merge with and into Boost Run Holdings LLC. (the “Company Merger”), with Boost Run Holdings LLC. surviving as a wholly-owned subsidiary of the Company. By virtue of the consummation of the Mergers, the Company will become a publicly traded company, with the SPAC and Boost Run Holdings LLC as its wholly-owned subsidiaries. Prior to the closing of the Mergers, the SPAC will re-domicile from the Cayman Islands to the State of Delaware.

At closing, the equity holders of Boost Run Holdings LLC will receive total consideration consisting of (i) an $8,500 thousand installment note, (ii) $441,500 thousand in the Company’s Class A and Class B Common Stock (based on a $10 per share valuation), and (iii) up to 7,875,000 additional Company Class A Common Shares contingent upon the Company’s stock performance over a three-year earnout period. Earnout shares will be issued in three equal tranches if the Company’s volume-weighted average price per share meets or exceeds $12.5, $15.0, and $17.5, respectively, for twenty out of thirty consecutive trading days during the earnout period.

The transaction is intended to qualify as an “exchange” within the meaning of Section 351 of the Internal Revenue Code for U.S. federal income tax purposes. Each party to the Merger Agreement will be responsible for its own tax liabilities, including any adverse consequences arising from the failure of the transaction to qualify under Section 351.

The closing of the Mergers is subject to customary closing conditions, including, among others, approval of the transaction by the equity holders/member of the SPAC and Boost Run Holdings LLC, effectiveness of a registration statement on Form S-4 to be filed by the Company with the SEC, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, approval for listing of the Company’s Class A Common Stock on Nasdaq, absence of any law or order prohibiting the consummation of the transaction, and other conditions as set forth in the Merger Agreement.

Upon closing, the Company will assume all outstanding SPAC securities, which will convert into equivalent Company securities.

Merger Agreement Amendment

On January 13, 2026, the Company, Boost Run LLC and the SPAC entered into Amendment No. 1 to the Merger Agreement, which, among other matters, confirms that the post-closing board of directors of the Company will consist of seven directors—two designated by the SPAC and five designated by the Company—and extends the latest date for closing to June 30, 2026.

Simultaneously, and in connection with the previously announced earnout structure, the Company, Boost Run LLC, Willow Lane Sponsor, LLC (the “Sponsor”), and Goodrich ILMJS LLC (the “SPV”) entered into an amendment to the earnout agreement providing that the Sponsor may earn up to 1,125,000 newly issued shares of Pubco Class A common stock and the SPV may earn up to 1,968,750 newly issued shares of Pubco Class A common stock (3,093,750 shares in total) based on the performance of Pubco Class A common stock during the three-year period beginning on and following the closing, as follows: in the event that the volume weighted average price (“VWAP”) of Pubco Class A common stock equals or exceeds (i) $12.50 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares; (ii) $15.00 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares; and (iii) $17.50 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares (in each case, measured for any 20 trading days within any consecutive 30 trading days during the earnout period).

Consulting Agreement

On January 13, 2026, the Company entered into a consulting services agreement with B. Luke Weil, Chairman and Chief Executive Officer of the SPAC, pursuant to which Mr. Weil will provide advice on business strategy and corporate governance and use reasonable efforts to introduce the Company to clients and investors, commencing on the first business day following the closing of the Merger. In consideration for these services, the Company agreed to grant Mr. Weil 336,000 shares of the Company’s Class A common stock on the date of closing, subject to vesting based on the Company’s stock price performance during the post-closing period. Specifically, 112,000 shares will vest if the VWAP of the Company’s Class A common stock equals or exceeds $12.00 per share for any 30 trading days within any consecutive 45 trading days, an additional 112,000 shares will vest if the VWAP equals or exceeds $14.50 per share for any 30 trading days within any consecutive 45 trading days, and the remaining 112,000 shares will vest if the VWAP equals or exceeds $17.00 per share for any 30 trading days within any consecutive 45 trading days. If any price target is not met, the corresponding shares will not vest.

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Commitments and Contingencies

Note 14. Commitments and Contingencies

From time to time, the Company may be involved in legal proceedings arising in the normal course of business. When deemed appropriate by management, the Company records reserves in its interim condensed consolidated financial statements for pending litigation matters. As of March 31, 2026, management was not aware of any pending or threatened legal actions that would require accrual or disclosure.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Debt (Details Narrative) - Boost Run Holdings LLC [Member] - USD ($) $ / shares in Units, $ in Thousands	Feb. 27, 2026	Aug. 11, 2025	Mar. 31, 2026	Aug. 28, 2025
Short-Term Debt [Line Items]
Bridge loan			$ 95,381
August 2025 Bridge Loan [Member]
Short-Term Debt [Line Items]
Bridge loan			718
February 2026 Bridge Loan [Member]
Short-Term Debt [Line Items]
Bridge loan			718
August 2025 Bridge Loan Agreement [Member]
Short-Term Debt [Line Items]
Loan additional available amount				$ 20,000
August 2025 Bridge Loan Agreement [Member] \| Bridge Loan [Member]
Short-Term Debt [Line Items]
Loan amount available for initial draw		$ 5,000
Loan additional available amount		$ 20,000
Loan interest rate, percentage		4.50%
Prime floor rate, percentage		7.50%
Monthly amortization rate of principal, percentage		1.25%
Line of credit facility, description		The loan matures on August 11, 2028
Debt instrument, unamortized discount		$ 142	113
Debt issuance costs		$ 46	36
Net carrying amount			4,851
Outstanding principal amount			5,000
February 2026 BridgeLoans [Member]
Short-Term Debt [Line Items]
Loan amount available for initial draw			16,000
Loan additional available amount			9,000
Debt instrument, unamortized discount	$ 1,046		474
Debt issuance costs			19
Bridge loan	11,000
Proceeds from loans	$ 9,954
February 2026 BridgeLoans [Member] \| Bridge Loan [Member]
Short-Term Debt [Line Items]
Net carrying amount			$ 10,507
August 2025 Warrant [Member]
Short-Term Debt [Line Items]
Equity interest percentage		1.00%
Exercise price of warrants		$ 750
Warrants agreement description		The August 2025 Warrant provided for incremental increases in the equity percentage of 0.35% for each $5,000 of additional loans advanced under the August 2025 Bridge Loan Agreement, up to a maximum of 2.40%.

Members’ Capital (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Aug. 28, 2025	Mar. 31, 2025
Class of Stock [Line Items]
Units issued	1	1
Units outstanding	1	1
Boost Run Holdings LLC [Member] \| August 2025 Bridge Loan Agreement [Member]
Class of Stock [Line Items]
Loan available amount			$ 20,000
Common Class A [Member] \| Boost Run Holdings LLC [Member]
Class of Stock [Line Items]
Shares authorized	Unlimited
Units issued	8,500
Units outstanding	8,500			8,500
Common Class B [Member] \| Boost Run Holdings LLC [Member]
Class of Stock [Line Items]
Shares authorized	Unlimited
Common Class C [Member] \| Boost Run Holdings LLC [Member]
Class of Stock [Line Items]
Shares authorized	Unlimited
Units issued	128
Units outstanding	128		128
Participation threshold price per unit			$ 6,394
Common Class C [Member] \| Boost Run Holdings LLC [Member] \| August 2025 Bridge Loan Agreement [Member]
Class of Stock [Line Items]
Units issuable			179

Schedule of Profit Interest Unit Activity (Details) - Boost Run Holdings LLC [Member]	3 Months Ended
	Mar. 31, 2026 $ / shares shares
Profit Interest Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units, Unvested balance \| shares	4,023
Units, Granted \| shares
Units, Vested \| shares	(743)
Units, Forfeited \| shares
Units, Unvested balance \| shares	3,280
Units, Vested balance \| shares	870
Weighted Average Profit Interest Unit Participation Threshold [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average unit participation threshold, Unvested balance \| $ / shares	$ 1,322
Weighted average unit participation threshold, Granted \| $ / shares
Weighted average unit participation threshold, Vested \| $ / shares	1,291
Weighted average unit participation threshold, Forfeitures \| $ / shares
Weighted average unit participation threshold, Unvested balance \| $ / shares	1,330
Weighted average unit participation threshold, Vested balance \| $ / shares	$ 1,746

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Current assets:
Cash
Current liabilities:
Accrued expenses	50,450	$ 25,450
Related party loan, current	52,000	26,000
Total liabilities	102,450	51,450
Commitments and contingencies (Note 14)
Members’ capital:
Common stock (1,000,000,000 authorized, $0.0001 par value, 1 share issued and outstanding)
Accumulated deficit	(102,450)	(51,450)
Total members’ capital	(102,450)	(51,450)
Total liabilities and members’ capital
Boost Run Holdings LLC [Member]
Current assets:
Cash	13,241,000	9,747,000
Accounts receivable	11,479,000	2,607,000
Deferred transaction costs	1,662,000	1,002,000
Prepaid expenses	3,428,000	6,187,000
Other current assets	632,000	131,000
Total current assets	30,442,000	19,674,000
Operating lease right-of-use assets	107,407,000	8,828,000
Finance lease right-of-use assets	94,054,000	33,774,000
Equipment, net	30,814,000	14,866,000
Prepaid expenses, non-current	1,115,000
Intangible assets	16,000	16,000
Capitalized software	250,000	276,000
Total assets	264,098,000	77,434,000
Current liabilities:
Accounts payable	10,912,000	6,405,000
Credit card payable	174,000	222,000
Operating lease liabilities, current	12,435,000	4,388,000
Finance lease liabilities, current	38,147,000	12,721,000
Accrued expenses and other liabilities, current	23,481,000	16,661,000
Related party loan, current	1,430,000
Debt, current	15,358,000	242,000
Total current liabilities	101,937,000	40,639,000
Accrued expenses and other liabilities, non-current	19,614,000
Operating lease liabilities, non-current	89,696,000	4,971,000
Finance lease liabilities, non-current	48,635,000	17,664,000
Related party loan, non-current		1,430,000
Debt, non-current		4,594,000
Total liabilities	259,882,000	69,298,000
Commitments and contingencies (Note 14)
Members’ capital:
Members’ interests	11,182,000	11,182,000
Additional paid-in capital	14,191,000	13,993,000
Accumulated deficit	(21,157,000)	(17,039,000)
Total members’ capital	4,216,000	8,136,000
Total liabilities and members’ capital	$ 264,098,000	$ 77,434,000

(Loss) Income Per Unit (Details Narrative) - $ / shares	12 Months Ended
(Loss) Income Per Unit (Details Narrative) - $ / shares	Dec. 31, 2025	Mar. 31, 2026	Aug. 28, 2025	Mar. 31, 2025
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Class A units outstanding	1	1
Common Class A [Member] \| Boost Run Holdings LLC [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Class A units outstanding		8,500		8,500
Common Class B [Member] \| Boost Run Holdings LLC [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Restricted units	506
Common Class B [Member] \| Boost Run Holdings LLC [Member] \| Minimum [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Share price	$ 1,000
Common Class B [Member] \| Boost Run Holdings LLC [Member] \| Maximum [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Share price	4,418
Common Class C [Member] \| Boost Run Holdings LLC [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Class A units outstanding		128	128
Share price	$ 6,394

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Operating costs and expenses:
General and administrative	$ 51,000
(Loss) income from operations	(51,000)
Other (expense) income:
Net (loss) income	$ (51,000)
Weighted average common stock outstanding, basic	1
Weighted average common stock outstanding, diluted	1
Net loss per share - basic	$ (51,000)
Net loss per share - diluted	$ (51,000)
Boost Run Holdings LLC [Member]
Restructuring Cost and Reserve [Line Items]
Revenue	$ 10,956,000	$ 4,140,000
Operating costs and expenses:
Cost of revenue (excluding depreciation and amortization)	1,579,000	703,000
Selling, general and administrative (excluding depreciation and amortization)	2,658,000	774,000
Depreciation and amortization	4,723,000	1,371,000
Colocation lease cost	4,667,000	810,000
Total operating costs and expenses	13,627,000	3,658,000
(Loss) income from operations	(2,671,000)	482,000
Other (expense) income:
Loss on sale of fixed assets		(195,000)
Interest expense	(1,397,000)	(209,000)
Loss in fair value of digital asset receivable	(3,000)	(61,000)
Other (expense) income, net	(47,000)	4,000
Total other expenses, net	(1,447,000)	(461,000)
Net (loss) income	(4,118,000)	21,000
Net (loss) income to Class A unit holders - basic	(4,118,000)	21,000
Net (loss) income to Class A unit holders - dilutive	$ (4,118,000)	$ 21,000
Weighted average common stock outstanding, basic	8,500	8,500
Weighted average common stock outstanding, diluted	8,500	8,500
Net loss per share - basic	$ (484.47)	$ 2.47
Net loss per share - diluted	$ (484.47)	$ 2.47

Prepaid Expenses

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Prepaid Expenses

Note 3. Prepaid Expenses

Prepaid expenses consisted of the following:

Schedule of Prepaid Expenses

	March 31,		December 31,
	2026		2025
Software and apps	$	1,061	$	-
Operating lease prepaid		2,104		6,050
Other		263		137
Total prepaid expenses, current	$	3,428	$	6,187
Software and apps		1,040		-
Other		75		-
Total prepaid expenses, non-current	$	1,115	$	-

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Segment Information

3 Months Ended

Mar. 31, 2026

Restructuring Cost and Reserve [Line Items]

Segment Information

7.	SEGMENT

Segment Information

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include general and administrative expenses of $51,000 for the three months ended March 31, 2026.

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Segment Information

Note 15. Segment Information

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Schedule of Segment Information

	2026		2025
	For the three months ended March 31,
	2026		2025
Cost of revenue (excluding depreciation and amortization)	$	1,579	$	703
Selling, general and administrative (excluding depreciation and amortization)		2,658		774
Depreciation and amortization		4,723		1,371
Colocation lease cost		4,667		810
Total operating expenses	$	13,627	$	3,658

The Company’s long-lived assets were located in the U.S. as of March 31, 2026 and December 31, 2025.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

The entire disclosure for segment reporting.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Members’ Capital

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Members’ Capital

Note 11. Members’ Capital

The Company has authorized an unlimited number of Class A, Class B and Class C units as of March 31, 2026, of which 8,500 Class A units, 128 Class C units are issued and outstanding. The Company is entitled to make distributions to members as approved by the managing member. Class A units have priority over the Class C.

Class C Units

On August 28, 2025, the Company issued 128 Class C units in connection with the 2025 August Warrant Cancellation Agreement, which entitle the holder to certain economic rights in Boost Run Holdings, LLC. These units are non-voting and are subject to a participation threshold of $6,394 per unit. Distributions to Class C unit holders are subordinate to the return of capital to Class A members and are only made after the Class A members have received distributions equal to their return of capital and certain Class C participation thresholds have been met. Additional Class C units may be issued to the holder upon the funding of subsequent draw loans under the August 2025 Bridge Loan Agreement, with up to 179 Class C units issuable in total if the full $20,000 of subsequent loans are advanced. The Class C units are also subject to customary transfer restrictions, lack voting rights except in limited circumstances, and are governed by the terms of the Holdings LLC Agreement. The Company has determined that the Class C units are recorded as permanent equity, classified in member’s interests in the interim condensed consolidated balance sheet. No redemption features exist outside issuer control.

The Company estimated the fair value of the Class C Units using the following Black-Scholes model assumptions on the date of grant:

	August 30,
	2025
Weighted average expected volatility		82.5	%
Risk-free interest rate		3.8	%
Dividend yield		0	%
M&A expected term (years)		1.0
de-SPAC scenario (years)		0.45
M&A Discount for lack of marketability (“DLOM”)		20	%
deSPAC DLOM		12.5	%

The fair value measurement is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Summary of Significant Accounting Policies (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2026 USD ($) Segment	Dec. 31, 2025 USD ($)
Restructuring Cost and Reserve [Line Items]
Number of operating segment	1
Number of reportable segment	1
Boost Run Holdings LLC [Member]
Restructuring Cost and Reserve [Line Items]
Deferred transaction costs \| $	$ 1,662	$ 1,002

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Unit-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of Profit Interest Unit Activity

The following is a summary of the Profit Interest Unit activity for the three months ended March 31, 2026:

	Profit Interest Units			Weighted Average Profit Interest Unit Participation Threshold
Unvested balance as of December 31, 2025		4,023		$	1,322
Granted		-			-
Vested		(743	)		1,291
Forfeited		-			-
Unvested balance as of March 31, 2026		3,280		$	1,330
Vested balance as of March 31, 2026		870		$	1,746

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Related Party

3 Months Ended

Mar. 31, 2026

Restructuring Cost and Reserve [Line Items]

Related Party

5.	RELATED PARTY

Related Party

During the 3 months ended March 31, 2026, Boost Run Holdings LLC (“Boost Run Holdings”), a related party, incurred in audit fees directly to the Company’s independent registered public accounting firm on behalf of the Company. The Company and Boost Run Holdings are separate legal entities, and the Company was the beneficiary of the services provided.

As a result, the Company recorded a related party payable to Boost Run Holdings for the amount incurred. The balance outstanding as of March 31, 2026 is $52,000, inclusive of amounts incurred in 2025. The payable is unsecured, non-interest bearing, and due on demand, and no formal repayment terms exist between the parties.

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Related Party

Note 10. Related Party

On November 25, 2025, the Company entered into the Related Party Loan with its CEO, Andrew Karos, under which the Company borrowed $1,430. Subsequent to March 31, 2026, in connection with the consummation of the Mergers (see Note 16 – Subsequent events), the Company repaid in full all outstanding borrowings under this arrangement.

As of March 31, 2026 and December 31, 2025, the Company had a related party receivable from Boost Run Inc. of $52 and $26, respectively, related to auditor and accounting fees recorded in accounts receivable in the condensed consolidated balance sheets.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Description of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2026

Restructuring Cost and Reserve [Line Items]

Description of Business and Basis of Presentation

1.	NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Boost Run Inc. (“Boost Run” or the “Company”) was incorporated on September 5, 2025 (the “Inception Date”), under the laws of the State of Delaware. The Company’s registered office is located in Wilmington, Delaware, and its registered agent at that address is The Corporation Trust Company.

On September 5, 2025, Boost Run Inc. entered into two subscription agreements to acquire ownership interests in affiliated entities formed for the purpose of facilitating a special purpose acquisition company (“SPAC”) merger transaction, as discussed in Note 6, Commitments and Contingencies – Merger (the “Merger”).

Investment in Benchmark Merger Sub I Inc.

The Company subscribed for and purchased 1,000 shares of common stock, par value $0.0001 per share, of Benchmark Merger Sub I Inc. (“SPAC Merger Sub”), a Delaware corporation, for a total consideration of $100. The shares acquired represent 100% of the issued and outstanding equity of SPAC Merger Sub. This entity is intended to serve as a merger subsidiary in connection with the Merger.

Investment in Benchmark Merger Sub II LLC

The Company also subscribed for and purchased 100% of the issued and outstanding limited liability interests of Benchmark Merger Sub II LLC (“Company Merger Sub”), a Delaware limited liability company, for a total consideration of $100. This entity is also intended to facilitate the Merger.

Management has evaluated the nature and purpose of these entities and determined that consolidation under ASC 810, Consolidation, is appropriate. Accordingly, the financial results of Benchmark Merger Sub I Inc. and Benchmark Merger Sub II LLC are included in the condensed consolidated financial statements of Boost Run Inc.

As a result of these transactions, Benchmark Merger Sub I Inc. and Benchmark Merger Sub II LLC became wholly owned subsidiaries of Boost Run Inc.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP, as found in the ASC and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board. The Company has selected December 31 as its fiscal year end.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position as of March 31, 2026, and its results of operations and cash flows for the interim period presented, have been included. The results of operations for the interim period is not necessarily indicative of the results that may be expected for the full fiscal year or any other future period.

The information included in these unaudited condensed consolidated financial statements should be read in conjunction with information included in the fiscal year 2025 annual consolidated financial statements included elsewhere in Form S-4, Amendment No. 2 filed March 11, 2026.

Principles of Consolidation

The financial statements include the accounts of Boost Run Inc., Benchmark Merger Sub I Inc. and Benchmark Merger Sub II LLC. In the opinion of the Company, the accompanying condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholder’s deficit and cash flows. The condensed consolidated financial statements include the financial statements of Boost Run Inc., Benchmark Merger Sub I Inc. and Benchmark Merger Sub II LLC. All intercompany balances and transactions have been eliminated in consolidation.

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Description of Business and Basis of Presentation

Note 1. Description of Business and Basis of Presentation

Description and Organization

Boost Run Holdings, LLC (“Boost Run Holdings” or the “Company”) is a Delaware limited liability company formed on March 21, 2024, to serve as the parent entity of Boost Run LLC, an Illinois limited liability company originally organized on August 16, 2023. On March 22, 2024, Boost Run Holdings and Boost Run LLC entered into a contribution agreement under which Boost Run Holdings acquired 100% of the membership interests of Boost Run LLC, resulting in Boost Run LLC becoming a wholly owned subsidiary of Boost Run Holdings (the “Contribution”). This transaction represents a transfer of ownership interests between entities under common control and is accounted for in accordance with Accounting Standards Codification (“ASC”) 805-50, Business Combinations—Subtopic 50: Transactions Between Entities Under Common Control. Under this guidance, the assets and liabilities of Boost Run LLC were transferred to Boost Run Holdings at their carrying amounts as of the date of transfer, with no recognition of goodwill or gain/loss. The Contribution also results in a change in the reporting entity under U.S. generally accepted accounting principles (“GAAP”), with Boost Run Holdings now serving as the ultimate parent company for financial reporting purposes. Accordingly, comparative interim condensed consolidated financial statements have been retrospectively adjusted to reflect the financial position and results of operations of Boost Run Holdings as if the entities had always been combined.

The Company owns and operates bare metal Graphics Processing Unit (“GPU”) servers housed within top-tier certified data centers. The Company’s compute offerings are generally more affordable than those of major cloud providers, depending on contract duration and model type. Through its Infrastructure as Code (“IaC”) automation, the Company enables customers to access its services in a simple and secure manner. This makes the Company’s platform an ideal solution for organizations seeking to run sophisticated artificial intelligence (“AI”) models, including Large Language Models (“LLMs”), generative models, and other high-performance computing workloads. Whether training massive neural networks, running inference at scale, or executing computationally intensive scientific simulations, the Company’s GPU servers deliver the necessary performance at a cost that supports operational efficiency.

Amended and Restated LLC Agreement

In August 2025, the Company entered into an Amended and Restated Limited Liability Company Agreement, replacing the original agreement dated March 22, 2024. The amended agreement formalizes a multi-class equity structure, including Class A, Class B, and Class C units, each with distinct economic and governance rights. Class A units retain voting rights and priority in distributions, Class B units are structured as profits interests subject to vesting and participation thresholds, and Class C units were issued to a lender in connection with a financing arrangement and are not profits interests and are not subject to vesting but do have participation thresholds. In August 2025, pursuant to the August 2025 Warrant Cancellation Agreement (as defined in Note 9 – Debt), the Company issued 128 newly-created Class C units. In September 2025, pursuant to the Amended and Restated LLC Agreement, the board of directors granted 506 Class B units.

Merger Agreement

On September 15, 2025, Willow Lane Acquisition Corp. (the “SPAC”) entered into a Business Combination Agreement (the “Merger Agreement”) by and among the SPAC, Boost Run Inc., (“Pubco”), Benchmark Merger Sub I Inc., a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), Benchmark Merger Sub II LLC, a wholly-owned subsidiary of Pubco (“Company Merger Sub”), and the Company.

The Merger Agreement provides for a two-step merger transaction (the “Mergers”) in which, first, SPAC Merger Sub will merge with and into the SPAC (the “SPAC Merger”), with the SPAC surviving as a wholly-owned subsidiary of Pubco, and, immediately thereafter, Company Merger Sub will merge with and into the Company (the “Company Merger”), with the Company surviving as a wholly-owned subsidiary of Pubco. By virtue of the consummation of the mergers, Pubco will become a publicly traded company, with the SPAC and the Company as its wholly owned subsidiaries. Prior to the closing of the Mergers, the SPAC will re-domicile from the Cayman Islands to the State of Delaware.

At closing, Boost Run Inc’s equity holders will receive total consideration consisting of (i) an $8,500 installment note, (ii) $441,500 in Pubco Class A and Class B Common Stock (based on a $10 per share valuation), and (iii) up to 7,875,000 additional Pubco Class A Common Shares (“Karos Earnout Shares”) contingent upon Pubco’s stock performance over a three-year earnout period. Karos Earnout shares will be issued in three equal tranches if Pubco’s volume-weighted average price per share meets or exceeds $12.50, $15.00, and $17.50, respectively, for twenty out of thirty consecutive trading days during the earnout period.

Upon closing, Pubco will assume all outstanding SPAC securities, which will convert into equivalent Pubco securities.

Merger Agreement Amendment and Waiver

On January 13, 2026, the Company, Pubco, and the SPAC entered into Amendment No. 1 to the Merger Agreement, which, among other matters, confirms that the post-closing board of directors of Pubco will consist of seven directors—two designated by the SPAC and five designated by the Company—and extends the latest date for closing to June 30, 2026.

Simultaneously, and in connection with the previously announced earnout structure, the Company, Pubco, Willow Lane Sponsor, LLC (the “Sponsor”), and Goodrich ILMJS LLC (the “SPV”) entered into an amendment to the earnout agreement providing that the Sponsor may earn up to 1,125,000 newly issued shares of Pubco Class A common stock and the SPV may earn up to 1,968,750 newly issued shares of Pubco Class A common stock (3,093,750 shares in total) based on the performance of Pubco Class A common stock during the three-year period beginning on and following the closing, as follows: in the event that the volume weighted average price (“VWAP”) of Pubco Class A common stock equals or exceeds (i) $12.50 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares; (ii) $15.00 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares; and (iii) $17.50 per share, the Sponsor will be entitled to 375,000 such shares and the SPV to 656,250 such shares (in each case, measured for any 20 trading days within any consecutive 30 trading days during the earnout period).

On May 8, 2026, the Mergers were consummated. Refer to Note 16 -Subsequent Events for details.

Liquidity and Going Concern

The accompanying interim condensed consolidated financial statements have been prepared on a going concern basis. As of March 31, 2026, the Company had cash of $13,241, an accumulated deficit of $21,157 and a working capital deficit of $71,495. Subsequent to March 31, 2026, Boost Run Inc. completed the Mergers that resulted in the receipt of approximately $95,381 and the repayment of the bridge loans and related party loan. Management has evaluated the Company’s liquidity position and expected cash flows and believes that, based on its current cash balances, proceeds from the Mergers, and anticipated cash flows from operations, the Company has sufficient liquidity to meet its obligations as they become due for at least one year from the date these interim condensed consolidated financial statements are issued.

Basis of Presentation

The accompanying interim condensed consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP, as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the FASB.

The interim condensed consolidated financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, in the opinion of management, include all adjustments, consisting of normal recurring items, to present fairly our financial position, results of operations, and cash flows. Our operating results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year. The interim condensed consolidated financial statements and related notes as of and for the three months ended March 31, 2026 have been prepared on the same basis as and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2025. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules of the SEC. The Company believes the disclosures made are adequate to keep the information presented from being misleading.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2024
Cash flows from operating activities
Net (loss) income	$ (51,000)
Changes in operating assets and liabilities:
Related party payable	26,000
Accrued expenses	25,000
Net cash provided by operating activities
Cash flows from investing activities
Net cash (used in) provided by investing activities
Cash flows from financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
Boost Run Holdings LLC [Member]
Cash flows from operating activities
Net (loss) income	(4,118,000)	$ 21,000
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	4,723,000	1,371,000
Unit-based compensation expense	198,000	202,000
Loss on sale of fixed assets		195,000
Non-cash lease expense	2,537,000	402,000
Loss in change in fair value of digital asset receivable	3,000	61,000
Non-cash interest expense	568,000
Changes in operating assets and liabilities:
Accounts receivable	(8,875,000)	(1,358,000)
Prepaid expenses	(2,302,000)	(618,000)
Other current assets	(500,000)	(16,000)
Accounts payable	(3,626,000)	99,000
Operating lease liabilities	(1,126,000)	(174,000)
Credit card payable	(48,000)	(88,000)
Accrued expenses and other liabilities	25,801,000	1,161,000
Net cash provided by operating activities	13,235,000	1,258,000
Cash flows from investing activities
Purchases of equipment	(8,931,000)	(681,000)
Operating lease prepayments	(5,068,000)
Finance lease prepayments	(1,949,000)
Purchase of intangible assets		(16,000)
Proceeds from sale of equipment		915,000
Net cash (used in) provided by investing activities	(15,948,000)	218,000
Cash flows from financing activities
Capital contributions		500,000
Proceeds from Bridge Loan, net	9,954,000
Payments toward deferred transaction costs	(26,000)
Finance lease liabilities	(3,721,000)	(970,000)	$ (546,000)
Net cash used in financing activities	6,207,000	(470,000)
Net change in cash and cash equivalents	3,494,000	1,006,000
Cash and cash equivalents at beginning of the period	9,747,000	335,000
Cash and cash equivalents at end of the period	13,241,000	1,341,000	$ 335,000
Supplemental disclosures of cash flow information:
Cash paid for interest	150,000
Noncash investing and financing activity:
Right-of-use assets obtained in exchange for new finance lease liabilities	60,117,000	21,770,000
Right-of-use assets obtained in exchange for new operating lease liabilities	93,898,000	1,601,000
Purchased fixed assets included in accounts payable	8,133,000
Deferred transaction costs in accounts payable and other current liabilities	$ 633,000

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2026	Dec. 31, 2025
Statement of Financial Position [Abstract]
Common stock shares authorized	1,000,000,000	1,000,000,000
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares, issued	1	1
Common stock shares outstanding	1	1

- Definition

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.5-02(29))
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-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

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-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of Equipment

Equipment, net consisted of the following:

Schedule of Equipment

	March 31,			December 31,
	2026			2025
Computer hardware	$	21,669		$	11,025
Fixed assets not in service		14,448			8,094
Tool and machine		66			-
Computer equipment		28			28
Property plant and equipment, gross		36,211			19,147
Less: accumulated depreciation		(5,397	)		(4,281	)
Equipment, net	$	30,814		$	14,866

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2026

Restructuring Cost and Reserve [Line Items]

Schedule of Estimated Useful Life

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of Estimated Useful Life

Computer hardware		4 years
Tool and machine		4 years
Computer equipment		3 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Fair Value Measurements

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Fair Value Measurements

Note 6. Fair Value Measurements

The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

The carrying values of the Company’s accounts receivable, prepaid expenses, other current assets, accounts payable, credit card payable, and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these instruments. The carrying value of long-term debt approximates fair value because of the market interest rate of the debt.

Financial Instruments Recorded at Fair Value on a Recurring Basis

Digital Asset Receivable

As part of the Company’s Blockchain Rewards revenue generating activities, the Company was required to make an initial deposit of USDC and ATH tokens with the Aethir network. These tokens are given to the network in connecting with staking services and remain with the network until the end of the company’s provision of services to the network. As tokens are held and controlled by the network, the deposit represents a receivable for the Company, accounted for as a hybrid instrument under ASC 815 with the host contract representing the underlying digital assets receivable and an embedded derivative based on the changes in fair value of the underlying digital assets. Digital assets receivable are included in accounts receivable in the consolidated balance sheets.

The Company uses active spot prices as the only key input to determine the fair value of the embedded derivative related to digital assets receivable. Fair value is measured using quoted digital asset prices at the time of measurement within the Company’s principal market. Key inputs for measuring the embedded derivative on digital assets receivable are observable and can be validated against pricing sources with reasonable price transparency. The reliance on observable inputs supports the categorization of the embedded derivative as Level 2 within the fair value hierarchy.

Balance - December 31, 2025	$	28
Change in fair value		3
Settlement of digital asset receivable		(31	)
Balance - March 31, 2026	$	-

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Prepaid Expenses (Tables)

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of Prepaid Expenses

Prepaid expenses consisted of the following:

Schedule of Prepaid Expenses

	March 31,		December 31,
	2026		2025
Software and apps	$	1,061	$	-
Operating lease prepaid		2,104		6,050
Other		263		137
Total prepaid expenses, current	$	3,428	$	6,187
Software and apps		1,040		-
Other		75		-
Total prepaid expenses, non-current	$	1,115	$	-

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Condensed Consolidated Statement of Stockholder's Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member] Boost Run Holdings LLC [Member]	Retained Earnings [Member]	Retained Earnings [Member] Boost Run Holdings LLC [Member]	Total	Boost Run Holdings LLC [Member]	Member Units [Member] Boost Run Holdings LLC [Member]	Member Units [Member] Class A Units [Member] Boost Run Holdings LLC [Member]	Member Units [Member] Class C Units [Member] Boost Run Holdings LLC [Member]
Balance at Dec. 31, 2024		$ 568,000		$ (765,000)		$ 7,493,000	$ 7,690,000
Balance, shares at Dec. 31, 2024								8,500
Net income (loss)				21,000		21,000
Unit-based compensation		202,000				202,000
Contributions						500,000	500,000
Balance at Mar. 31, 2025		770,000		(744,000)		8,216,000	8,190,000
Balance, shares at Mar. 31, 2025								8,500
Balance at Dec. 31, 2025		13,993,000	$ (51,450)	(17,039,000)	$ (51,450)	8,136,000	11,182,000
Balance, shares at Dec. 31, 2025	1							8,500	128
Net income (loss)			(51,000)	(4,118,000)	(51,000)	(4,118,000)
Unit-based compensation		198,000				198,000
Balance at Mar. 31, 2026		$ 14,191,000	$ (102,450)	$ (21,157,000)	$ (102,450)	$ 4,216,000	$ 11,182,000
Balance, shares at Mar. 31, 2026	1							8,500	128

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

Members’ Capital (Tables)

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of Fair Value Measurements of Black Scholes Model Assumptions

The Company estimated the fair value of the Class C Units using the following Black-Scholes model assumptions on the date of grant:

	August 30,
	2025
Weighted average expected volatility		82.5	%
Risk-free interest rate		3.8	%
Dividend yield		0	%
M&A expected term (years)		1.0
de-SPAC scenario (years)		0.45
M&A Discount for lack of marketability (“DLOM”)		20	%
deSPAC DLOM		12.5	%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Unit-Based Compensation (Details Narrative) - Boost Run Holdings LLC [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	$ 198	$ 202
Common Class B [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	198	$ 202
Unamortized stock based compensation expense	$ 51
Weighted average period	2 months 8 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Debt

3 Months Ended

Mar. 31, 2026

Boost Run Holdings LLC [Member]

Restructuring Cost and Reserve [Line Items]

Debt

Note 9. Debt

Bridge Loan

On August 11, 2025, the Company entered into a bridge loan agreement (the “August 2025 Bridge Loan Agreement”) providing for an initial borrowing of $5,000, with up to an additional $20,000 available at the lender’s discretion. The loan bears interest at the prime rate plus 4.50%, subject to a prime rate floor of 7.5%, with interest-only payments for the first twelve months, followed by monthly amortization equal to 1.25% of the outstanding principal balance. The loan matures on August 11, 2028 and is secured by substantially all of the Company’s assets.

At issuance, the Company recorded a debt discount of $142 and debt issuance costs of $46, which are amortized over the contractual term of the loan using the effective interest method. As of March 31, 2026, the unamortized debt discount and issuance costs totaled $113 and $36, respectively, resulting in a net carrying amount of $4,851. As of March 31, 2026, the outstanding principal balance was $5,000, and management believes that the Company was in compliance with all applicable financial and non-financial covenants. The Company typically pays interest due in advance; accordingly, no accrued interest was recorded in the interim condensed consolidated statements of financial position as of March 31, 2026.

On February 27, 2026, the Company entered into an amendment and waiver agreement to the August 2025 Bridge Loan Agreement (the “First Amendment and Waiver Agreement”), pursuant to which the Company issued additional short-term bridge loans totaling $11,000 (the “February 2026 Bridge Loans”). The Company received net proceeds of $9,954, reflecting a total debt discount of $1,046. As of March 31, 2026, the unamortized debt discount and issuance costs totaled $474 and $19, respectively, resulting in a net carrying amount of $10,507.

The First Amendment and Waiver Agreement did not modify the contractual cash flows of the Company’s existing August 2025 Bridge Loan Agreement, and the February 2026 Bridge Loans were accounted for as newly issued debt. As amended, the aggregate committed borrowings under the agreement increased to $16,000, and the agreement permits up to an additional $9,000 of discretionary borrowings.

The February 2026 Bridge Loans mature on the earlier of April 28, 2026 or the consummation of a permitted SPAC acquisition. The February 2026 Bridge Loans bear no stated interest, and the original issue discount, together with related financing fees, is amortized to interest expense over the contractual term using the effective interest method. As of March 31, 2026, the February 2026 Bridge Loans were classified as current liabilities.

The First Amendment and Waiver Agreement also provides for continued reimbursement of lender expenses, preserves existing mandatory prepayment and make-whole provisions, and includes a waiver of certain existing defaults. The waiver applied only to specified defaults existing as of the amendment date and did not modify the Company’s ongoing covenant requirements.

Interest expense related to the bridge loans, substantially all of which represents amortization of original issue discounts and debt issuance costs associated with both the August 2025 bridge loan and the February 2026 Bridge Loans, was $718 for the three months ended March 31, 2026.

Subsequent to March 31, 2026, in connection with the consummation of the Mergers (see Note 16 – Subsequent Events), the Company repaid in full all outstanding borrowings under these arrangements.

Warrant Agreement

In connection with the August 2025 Bridge Loan Agreement, on August 11, 2025, the Company issued the August 2025 Warrant, entitling the holder to purchase equity interests representing 1.00% of the Company subsidiary’s economic interests on a fully diluted basis, at an aggregate exercise price of $750. The August 2025 Warrant provided for incremental increases in the equity percentage of 0.35% for each $5,000 of additional loans advanced under the August 2025 Bridge Loan Agreement, up to a maximum of 2.40%.

On August 28, 2025, the Company and the warrant holder entered into a Warrant Cancellation Agreement (the “August 2025 Warrant Cancellation Agreement”), pursuant to which the August 2025 Warrant was cancelled in its entirety. In consideration for the cancellation, the warrant holder received Class C units in Boost Run Holdings, LLC.

Debt Maturities

The following table reflects the Company’s debt maturities:


2026	$	16,000
2027		-
2028		-
2029		-
Thereafter		-
Less: Unamortized debt issuance costs and discount at March 31, 2026		(642	)
Long Term Debt	$	15,358

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details