{"url_path":"/sec/brunw/8-k/2026-05-14/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2090646/0001493152-26-023208-index.html","accession_number":"0001493152-26-023208","cik":"0002090646","ticker":"BRUN","issuer_name":"Boost Run Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2090646/0001493152-26-023208-index.html","primary_entity_key":"0002090646","primary_entity_name":"Boost Run Inc."},"word_count":1841,"has_tables":true,"body_markdown":"false\n--12-31\n0002090646\n\n0002090646\n\n2026-05-08\n2026-05-08\n\n0002090646\n\nBRUN:ClassCommonStock0.0001ParValuePerShareMember\n\n2026-05-08\n2026-05-08\n\n0002090646\n\nBRUN:WarrantsEachWholeWarrantIsExercisableForOneShareOfClassOrdinaryShareAtExercisePriceOf11.50PerShareMember\n\n2026-05-08\n2026-05-08\n\niso4217:USD\n\nxbrli:shares\n\niso4217:USD\n\nxbrli:shares\n\n \n\n \n\n \n\nUNITED\nSTATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWASHINGTON,\nD.C. 20549\n\n \n\nFORM\n8-K\n\n \n\nCURRENT\nREPORT\n\n \n\nPURSUANT\nTO SECTION 13 OR 15(d) OF THE\n\nSECURITIES EXCHANGE ACT OF 1934\n\n \n\nDate\nof Report (Date of earliest event reported): May 8, 2026\n\n \n\nBOOST\nRUN INC.\n\n(Exact Name of Registrant as Specified in Charter)\n\n \n\n**Delaware**\n\n**001-43277**\n\n**39-4824850**\n\n(State\nor Other Jurisdiction\n\nof Incorporation)\n \n(Commission\n\nFile Number)\n \n(IRS\nEmployer\n\nIdentification No.)\n\n \n\n5\nRevere Drive, Suite 200\n\nNorthbrook, IL 60062\n\n(Address of Principal Executive Offices) (Zip Code)\n\n \n\n(847)\n489-3367\n\n(Registrant’s Telephone Number, Including Area Code)\n\n \n\nN/A\n\n(Former Name or Former Address, if Changed Since Last Report)\n\n \n\nCheck\nthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under\nany of the following provisions (see General Instruction A.2. below):\n\n \n\n☐\nWritten\ncommunications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n \n\n☐\nSoliciting\nmaterial pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n \n\n☐\nPre-commencement\ncommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n \n\n☐\nPre-commencement\ncommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))\n\n \n\nSecurities\nregistered pursuant to Section 12(b) of the Act:\n\n \n\n**Title\nof each class**\n** **\n**Trading\nSymbol(s)**\n** **\n**Name\nof each exchange on which registered**\n\nClass A Common Stock, $0.0001 par value per\nshare\n \nBRUN\n \nThe Nasdaq Stock Market LLC\n\nWarrants, each whole warrant is exercisable\nfor one share of Class A Common Stock at an exercise price of $11.50 per share\n \nBRUNW\n \nThe Nasdaq Stock Market LLC\n\n \n\nIndicate\nby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405\nof this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\n \n\nEmerging\ngrowth company ☒\n\n \n\nIf\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\n \n\n \n\n \n\n \n\n** **\n\nIntroductory\nNote\n\n \n\nAs previously disclosed, on September 15, 2025, Willow\nLane Acquisition Corp., a Cayman Islands exempted company (“**SPAC**” or “**Willow Lane**”), entered into\na Business Combination Agreement (the “**Business Combination Agreement**,” as amended by Amendment No. 1 to the\nBusiness Combination Agreement, dated January 13, 2026 “**Amendment No 1. To the Business Combination Agreement**”),\nwith Boost Run Inc., a Delaware corporation (“**Pubco**”), Benchmark Merger Sub I Inc., a Delaware corporation and wholly-owned\nsubsidiary of Pubco (“**SPAC Merger Sub**”), Boost Run Holdings, LLC, a Delaware limited liability company (the “**Company**”\nor “**Boost Run**”), Benchmark Merger Sub II LLC, a Delaware limited liability company and wholly-owned subsidiary of\nPubco (“**Company Merger Sub**”), Andrew Karos, solely in his capacity as the representative of the holders of Boost\nRun’s issued and outstanding membership interests, and George Peng, solely in his capacity as the representative of Willow\nLane shareholders. Terms used herein but not defined herein shall be defined in the Proxy Statement/Prospectus (as defined below).\n\n \n\nOn\nApril 30, 2026, Willow Lane held an extraordinary general meeting of its shareholders (the “**Meeting**”), in connection\nwith the Business Combination. At the Meeting, Willow Lane shareholders voted to approve the Business Combination and the other related\nproposals. In connection with the Meeting, no Willow Lane shareholders exercised their rights to redeem any ordinary shares for a pro\nrata portion of the approximately 134.5 million in the trust account of Willow Lane (the “**Trust Account**”).\n\n \n\nOn\nMay 8, 2026 (the “**Closing Date**”), the parties consummated the transactions contemplated by the Business Combination\nAgreement (the “**Business Combination**”), as follows:\n\n \n\nThe\nConversion\n\n \n\nOn\nthe Closing Date, among other things, SPAC caused the continuation and the domestication of SPAC as a corporation incorporated under\nthe laws of the State of Delaware (the “**Conversion**”), immediately followed by the deregistration of SPAC as an\nexempted company in the Cayman Islands. . The Conversion occurred in accordance with the Delaware General Corporation Law (the “**DGCL**”)\nand Part XII of the Companies Act (As Revised) of the Cayman Islands (the “**Act**”). Upon the Conversion, each issued\nand outstanding SPAC security remained outstanding and became a substantially identical security of SPAC as a Delaware corporation.\n\n \n\nThe\nMergers\n\n \n\nFollowing\nthe Conversion, and on the Closing Date, SPAC Merger Sub merged with and into SPAC, with SPAC surviving as a wholly-owned subsidiary\nof Pubco (the “**SPAC Merger**”). Simultaenously with the SPAC Merger, Company Merger Sub merged with and into\nBoost Run, with, pursuant to the Certificate of Merger, the surviving entity continuing as Boost Run Services, LLC and\na wholly-owned subsidiary of Pubco (the “**Company Merger**”, and together with the SPAC Merger, the “**Mergers**”).\nAs a result of the Business Combination, SPAC and Boost Run became wholly-owned subsidiaries of Pubco and Pubco became a publicly traded\ncompany.\n\n \n\nPursuant\nto the terms of the Business Combination Agreement, at 5:00 p.m. New York City Time on the Closing Date (the “**Effective Time**”),\nby virtue of the Mergers, without any action on the part of any party or any other person:\n\n \n\n●Each\nshare of capital stock of SPAC Merger Sub issued and outstanding immediately prior to the\ncompletion of the SPAC Merger (the “**SPAC Merger Effective** **Time**”)\nwas automatically cancelled and converted into one share of common stock of Willow Lane,\nwith the same rights, powers and privileges as the shares so converted.\n\n \n\n●Each\nWillow Lane Public Unit that was issued and outstanding immediately prior to the SPAC Merger\nEffective Time was automatically separated, and the holder was deemed to hold one Willow\nLane Ordinary Share and one-half of one Willow Lane Public Warrant. Each Willow Lane Ordinary\nShare that was issued and outstanding immediately prior to the SPAC Merger Effective Time\nwas automatically cancelled and converted into the right to receive one share of Pubco Class\nA Common Stock, par value $0.0001 per share (“**Pubco Class A Common Stock**”).\nEach Willow Lane Public Warrant was converted into one Pubco Public Warrant and each Willow\nLane Private Warrant was converted into one Pubco Private Warrant.\n\n \n\n●Each\nmembership interest of Company Merger Sub outstanding immediately prior to the completion\nof the Company Merger (the “**Company Merger** **Effective** **Time**”)\nwas converted into an equal number of membership interests of Boost Run.\n\n \n\n●Each\nissued and outstanding membership interest of Boost Run (“**Company Interest**”)\nissued and outstanding immediately prior to the Company Merger Effective Time was automatically\ncancelled and ceased to exist in exchange for the right to receive (i) to the holder of the\nClass A Units, an installment note in the initial principal amount of $8,500,000 (the “**Note**”),\nand (ii) a number of newly issued shares of Pubco Common Stock (defined below) equal to $441,500,000\ndivided by $10.00 per share (the “**Merger Consideration**”), consisting of\n14,616,982 shares of Pubco Class A Common Stock and 29,533,018 shares of Pubco Class B Common\nStock, par value $0.0001 per share (“**Pubco Class B Common Stock**”, and\ntogether with the Pubco Class A Common Stock, the “**Pubco Common Stock**”),\nplus (iii) the contingent right to receive up to 7,875,000 Karos Earnout Shares (as\ndefined below) as described below.\n\n \n\n \n\n \n\n \n\nOn\nthe Closing Date, Pubco issued an aggregate of 44,150,000 shares of Pubco Common Stock to the former holders of Company Interests of\nBoost Run (collectively, the “**Sellers**”) in exchange for their equity interests in Boost Run, consisting of 14,616,982\nshares of Pubco Class A Common Stock and 29,533,018 shares of Pubco Class B Common Stock, representing aggregate merger consideration\nwith a value of $441,500,000 based on a per share value of $10.00. In addition, Pubco issued the Note in the initial principal amount\nof $8,500,000 to Andrew Karos, Chief Executive Officer of Boost Run.\n\n \n\nEarnout\nShares\n\n \n\nIn\nconnection with the Business Combination, the holder of Class A Units of Boost Run (“**Andrew Karos**”) has the contingent\nright to receive up to 7,875,000 newly issued shares of Pubco Class A Common Stock (the “**Karos Earnout Shares**”), based\non the performance of the Pubco Class A Common Stock during the three-year period following the Closing (the “**Earnout Period**”),\nas follows: (i) if the VWAP of the Pubco Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive\n30 trading days during the Earnout Period, 2,625,000 Karos Earnout Shares; (ii) if the VWAP equals or exceeds $15.00 per share under\nthe same conditions, an additional 2,625,000 Karos Earnout Shares; and (iii) if the VWAP equals or exceeds $17.50 per share under the\nsame conditions, an additional 2,625,000 Karos Earnout Shares.\n\n \n\nIn\naddition, pursuant to the Earnout Agreement (as defined below), Willow Lane Sponsor, LLC (the “**Sponsor**”) may\nearn up to 1,125,000 newly issued shares of Pubco Class A Common Stock (the “**Sponsor Earnout Shares**”) and Goodrich\nILMJS LLC (the “**SPV**”) may earn up to 1,968,750 newly issued shares of Pubco Class A Common Stock (the “**SPV\nEarnout Shares**”), for a total of 3,093,750 shares, based on the performance of the Pubco Class A Common Stock during the Earnout\nPeriod, with the same VWAP thresholds of $12.50, $15.00 and $17.50 per share described above.\n\n \n\nAssumption\nof Warrants\n\n \n\nIn\nconnection with the SPAC Merger, each outstanding Willow Lane Public Warrant was converted into one Pubco Public Warrant and each outstanding\nWillow Lane Private Warrant was converted into one Pubco Private Warrant. Each Pubco Public Warrant entitles the holder thereof to purchase\none share of Pubco Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. The Pubco Private Warrants have\nsubstantially the same terms as the Pubco Public Warrants, subject to certain limited exceptions. As of the Closing Date, Pubco had 6,325,000\nPubco Public Warrants and 5,145,722 Pubco Private Warrants issued and outstanding.\n\n \n\nListing\nof Securities\n\n \n\nPrior\nto the Closing Date, the Willow Lane units (the “**Willow Lane Units**”), Willow Lane Class A Ordinary Shares and\nWillow Lane Public Warrants were listed on the Nasdaq Stock Market LLC (“**Nasdaq**”) under the symbols “WLACU,”\n“WLAC” and “WLACW,” respectively. In connection with the Business Combination, on May 8, 2026, the\nWillow Lane Units, Willow Lane Class A Ordinary Shares and Willow Lane Public Warrants ceased trading on Nasdaq.\n\n \n\nAs\nof the open of trading on May 11, 2026, the Pubco Class A Common Stock and Pubco Public Warrants began trading on Nasdaq under\nthe symbols “BRUN” and “BRUNW,” respectively.\n\n \n\nThe descriptions\nof the Business Combination Agreement and Amendment No. 1 to the Business Combination Agreement\ncontained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of the Business\nCombination Agreement and the Amendment No. 1 to the Business Combination Agreement, copies\nof which are attached as Exhibit 2.1 and Exhibit 2.2,\nrespectively, to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nThe\nBusiness Combination Agreement is also described in detail in the definitive proxy statement/prospectus for the Business Combination\nfiled by Pubco, SPAC and the Company (the “**Proxy Statement/Prospectus**”)."}