Boost Run Completes Reverse Merger as New Owners Take Control

Boost Run Inc. completed the acquisition of assets and a change in control on May 14, 2026, according to an 8-K filed with the SEC the same day.

The filing discloses entry into a material definitive agreement, termination of a prior material definitive agreement, completion of the acquisition or disposition of assets, notice of delisting or failure to satisfy a listing rule, unregistered sales of equity securities, material modification to rights of security holders, changes in the registrant's certifying accountant, change in control of the registrant, departure and election of directors and principal officers, amendments to articles of incorporation or bylaws, and other matters.

Scope of the transaction centers on the public shell company Boost Run Inc. (CIK 0002090646). The change in control occurred through a combination of unregistered equity issuance and the asset acquisition, shifting ownership to a new controlling party.

The filing lists simultaneous changes to the board and executive team but does not quantify the exact percentage acquired or total consideration in cash or stock.

Operationally the company replaced its certifying accountant, installed new directors and principal officers with immediate effect on May 14, 2026, and amended its articles of incorporation and bylaws. A prior material agreement was terminated while a new material definitive agreement took its place.

The company also received notice that it no longer satisfies a Nasdaq listing rule, beginning the standard delisting process that requires the company to submit a compliance plan or face removal from the exchange.

Downstream the new controlling party and board must file any required Schedule 13D within 10 days if beneficial ownership exceeds 5 percent, and the company must update its transfer agent and exchange notifications. The change in certifying accountant requires Form 8-K Item 4.01 disclosures on any disagreements over the prior two fiscal years, which must be furnished within four business days.

Nasdaq will now review the delisting notice and set a hearing date if the company appeals, while the amended governing documents alter voting and shareholder rights for all existing holders. Financial statements and exhibits attached to the filing become the new baseline for subsequent SEC reports.

This filing represents the first public disclosure of the transaction for Boost Run Inc., a non-watchlist issuer that had not previously reported a change in control. The 8-K bundles all required Items 1.01 through 9.01 into one document, which is the definitive record for the reverse-merger mechanics, board turnover, and delisting timeline.