Income Taxes |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Income Tax Disclosure [Abstract] | |
| Income Taxes | Note 19. Income Taxes
In connection with the Business Combination (see Note 2 – Business Combination), Boost Run Holdings, LLC, previously treated as a nontaxable partnership for U.S. federal income tax purposes, became a wholly-owned disregarded entity of Boost Run, Inc. The Business Combination was accounted for as a reverse recapitalization for financial reporting purposes, with Boost Run identified as the accounting acquirer, as Boost Run’s legacy equity holders retained the majority of the voting power, board composition, and senior management of the combined company. Accordingly, the Business Combination did not result in a new basis of accounting, a step-up in the tax basis of Boost Run’s assets and liabilities, or the recognition of goodwill, and the tax consequences of the Business Combination are accounted for as a change in the tax status of an entity.
For the three and six months ended June 30, 2026, the Company was unable to make a reliable estimate of its annual effective tax rate (“AETR”) for purposes of ASC 740-270. The Company’s projected annual ordinary income is such that small changes in the projection of annual ordinary income result in disproportionately large, and not meaningful, changes in the estimated AETR and the resulting interim tax provision. Accordingly, in accordance with ASC 740-270-30-6, the Company used the actual effective tax rate for the year-to-date period as its best estimate of the annual effective tax rate for purposes of calculating the tax provision on ordinary income for the period. The Company will reassess at each future interim period whether a reliable AETR estimate can be made.
For the three and six months ended June 30, 2026, the Company recognized income tax expense of $55,741 in provision for income taxes in the interim condensed consolidated statement of operations. The Company’s effective tax rate for the three and six months ended June 30, 2026, are negative 288.7% and negative 238.0%, respectively.
The Company recognized deferred tax liabilities and deferred tax assets for the cumulative temporary differences that existed as of the Closing date, resulting in income tax expense of $55,741, recorded to provision for income taxes in the interim condensed consolidated statement of operations and a deferred tax liability on the Company’s interim condensed consolidated balance sheet. The temporary differences were measured based on the Company’s best estimate of the carryover tax basis of the Company’s assets and liabilities as of the Closing date, including with respect to depreciation methods expected to be elected on the Company’s final partnership income tax return for the pre-Business Combination period, and using the enacted U.S. federal statutory rate of 21% and an estimated blended state rate reflecting the Company’s state footprint as of the measurement date. These estimates are based on the Company’s current expectations and preliminary discussions with its tax return preparers and are subject to change as the Company’s state footprint evolves and as the Company’s final pre-Business Combination tax returns are completed and filed. This item is treated as a discrete item for interim reporting purposes and is excluded from the year-to-date ordinary income and actual effective tax rate described above.
The Company is in a net deferred tax liability position, with recognized deferred tax liabilities exceeding recognized deferred tax assets and expects to generate sufficient future taxable income to realize its deferred tax assets. Accordingly, no valuation allowance was recorded against the deferred tax assets established in connection with the Business Combination.
Because the Company was not historically subject to entity-level income tax, income tax expense and the effective tax rate for the current-year periods presented are not comparable to the corresponding prior-year periods, which did not reflect income tax expense attributable to the Company’s operations.
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