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Red Flags Detected

  • Dual-Class / Founder Control (new) — Andrew Karos holds 88.60% of voting power through Class B shares with 10 votes each, concentrating control despite public Class A shareholders.
  • Material Weakness (new) — Boost Run has identified material weaknesses in its internal control over financial reporting.
  • Supplier Concentration / No Long-Term Contracts (new) — The company has no binding agreements with GPU suppliers; suppliers can refuse orders or raise prices on short notice, creating supply and cost risk.
  • Third-Party Infrastructure Dependence (new) — Boost Run owns no data centers and relies exclusively on third-party colocation providers; loss of a provider could cause immediate service disruptions and equipment loss.
NASDAQ: BRUN Boost Run Inc. S-1

Boost Run (BRUN) registers 58.7M shares for resale by insiders; company receives no proceeds

Filed July 2, 2026 · ~2 min read

Key Changes

  • high

    This is a resale registration, not a capital raise. All 58.7 million shares are being sold by existing stockholders (SPAC sponsors, insiders, earnout recipients). Boost Run receives zero proceeds from these sales.

    Use of Proceeds verify on EDGAR →
  • high

    Auditor raised substantial doubt about the company's ability to continue as a going concern for both the predecessor entity (2024-2025) and the successor entity (post-merger period ending December 31, 2025).

    Experts verify on EDGAR →
  • high

    Andrew Karos controls 88.60% of voting power through Class B shares (10 votes each) despite holding 48.96% of economic interest. Public Class A shareholders have minimal governance influence.

    Business view on EDGAR →

5 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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View original filing on SEC.gov

Source-verified from EDGAR · Narrative written by AI · Jul 5, 2026 · How we verify