Boost Run Inc. - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

On
May 21, 2026, Boost Run Inc. (the “Company”) entered into a Boost Run Service Agreement (the “MSA”) with Thinking
Machines Lab Inc. (the “Customer”), pursuant to which the Company agreed to provide high-performance managed GPU compute
and cloud infrastructure services to the Customer. Concurrently with the MSA, the Company and the Customer executed two Order
Forms (collectively, the “Orders,” and together with the MSA, the “Agreements”) for the rental of NVIDIA B300
GPU servers.

The
MSA serves as the governing agreement required to access the Boost Run platform, where bare metal server provisioning takes place. The
MSA establishes the overarching terms and conditions for the customer relationship. Individual server rentals on the Boost Run platform
are documented through Orders that are executed by both parties. Orders may have varying term durations, ranging from hours to multiple
years, depending on the customer’s selected commitment period. A single customer may hold multiple active Orders under a single
MSA, each with its own duration. Once an Order is placed on the Boost Run platform, it is non-cancelable for the specified term duration,
and any fees associated with that Order are non-refundable.

Pursuant to the Orders, the Company
will provide GPU server rental services for an initial term of 36 months, with a combined total contract value of approximately $471.7
million. The Orders provide for the deployment of a total of 5,000 NVIDIA B300 GPUs across the Company’s data center facilities,
along with related shared network storage and CPU node services.

The
MSA commences on May 21, 2026, and continues through the end date specified in the applicable Order. The Customer is obligated to pay
all fees for the full duration of the initial term or any extended term, regardless of actual usage, except as expressly set forth in
the MSA or the applicable Order. The Customer may terminate the MSA, or an applicable Order, for cause if the Company materially
breaches its obligations and fails to cure such breach within thirty (30) days of receiving written notice. Upon any termination, all
outstanding fees become immediately due and payable. The MSA also contains customary provisions relating to, among other things, service
levels, intellectual property, data protection, confidentiality, limitation of liability, indemnification, and suspension and termination
rights.

Neither
the Company nor any of its affiliates have any material relationship with the Customer, other than in respect of the Agreements.

The
foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text
of the MSA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
No.

Description

10.1†

Boost
Run Service Agreement, dated May 21, 2026, by and between Boost Run Inc. and Thinking Machines Lab Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

†
Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.