{"url_path":"/sec/brunw/8-k/2026-05-14/item-407","section_key":"item-407","section_title":"Item 407 (d)(5) of Regulation S-K. The written charter for the Audit Committee will be available on Pubco’s corporate website at","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":1283,"has_tables":true,"body_markdown":"Item 407(d)(5) of Regulation S-K. The written charter for the Audit Committee will be available on Pubco’s corporate website at\nboostrun.com. The information on Pubco’s website is deemed not to be incorporated in this Current Report on Form 8-K.\n\n \n\nCompensation\nCommittee\n\n \n\nPubco’s\nCompensation Committee is responsible for, among other things:\n\n \n\n●reviewing\nand approving, or recommending that the Pubco Board approve, the compensation of Pubco’s\nChief Executive Officer and other executive officers;\n\n \n\n●making\nrecommendations to the Pubco Board regarding director compensation; and\n\n \n\n●reviewing\nand approving incentive compensation and equity-based plans and arrangements and making grants\nof cash-based and equity-based awards under such plans.\n\n \n\nPubco’s\nCompensation Committee consists of Andrew Karos, Harry Georgakopoulos and Ryan Burke, with Andrew Karos serving as Chairperson. Ryan\nBurke is an independent director. The written charter for the Compensation Committee will be available on Pubco’s corporate website\nat boostrun.com. The information on Pubco’s website is deemed not to be incorporated in this Current Report on Form 8-K.\n\n \n\nNominating\nand Corporate Governance Committee\n\n \n\nPubco’s\nNominating and Corporate Governance Committee consists of Harry Georgakopoulos, B. Luke Weil and Ryan Burke, with Ryan Burke serving\nas Chairperson. Ryan Burke is an independent director under Nasdaq’s listing standards. The Nominating and Corporate Governance\nCommittee is responsible for overseeing the selection of persons to be nominated to serve on the Pubco Board. The written charter for\nthe Nominating and Corporate Governance Committee will be available on Pubco’s corporate website at boostrun.com. The information\non Pubco’s website is deemed not to be incorporated in this Current Report on Form 8-K.\n\n \n\nCode\nof Business Conduct and Ethics\n\n \n\nPubco\nhas adopted a written code of business conduct and ethics that applies to its directors, officers and employees, including its principal\nexecutive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.\nA copy of the code is posted on Pubco’s website at boostrun.com. In addition, Pubco intends to post on its website all disclosures\nthat are required by law or the Nasdaq rules concerning any amendments to, or waivers from, any provision of the code. The information\non Pubco’s website is deemed not to be incorporated in this Current Report on Form 8-K.\n\n \n\nExecutive\nCompensation\n\n \n\nIn\nconnection with the closing of the Business Combination, Pubco entered into employment agreements with Andrew Karos, as Chief Executive\nOfficer, and Erik Guckel, as Chief Financial Officer. The material terms of the Karos Employment Agreement and the Guckel Employment\nAgreement are described above in Item 1.01 of this Current Report on Form 8-K and are incorporated herein by reference.\n\n \n\n \n\n \n\n \n\nOverview\nof Anticipated Executive Compensation Program\n\n \n\nFollowing\nthe Closing Date, decisions with respect to the compensation of Pubco’s executive officers, including its named executive officers,\nwill be made by the Compensation Committee of the Pubco Board. Pubco anticipates that compensation for its executive officers\nwill have the following components: base salary, cash bonus opportunities, equity compensation, employee benefits and severance protections.\nBase salaries, employee benefits and severance protections will be designed to attract and retain senior management talent. Pubco will\nalso use annual cash bonuses and equity awards to promote performance-based pay that aligns the interests of its executive officers with\nthe long-term interests of its stockholders and enhances executive retention.\n\n \n\nCertain\nRelationships and Related Transactions\n\n \n\nCertain\nrelationships and related party transactions are described in the Proxy Statement/Prospectus in the section titled “**Certain\nRelationships and Related Person Transactions**” beginning on page 228 of the Proxy Statement/Prospectus, which is incorporated\nherein by reference.\n\n \n\nLegal\nProceedings\n\n \n\nFrom\ntime to time, Pubco and its subsidiaries may become involved in additional legal proceedings arising in the ordinary course of its business.\n\n \n\nMarket\nPrice of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters\n\n \n\nMarket\nInformation and Holders\n\n \n\nImmediately\nprior to the closing of the Business Combination, the Willow Lane Units, Willow Lane Class A Ordinary Shares and Willow Lane Public\nWarrants were listed on Nasdaq under the symbols “WLACU,” “WLAC” and “WLACW,” respectively.\n\n \n\nAs\nof the Closing Date, the Willow Lane Units were separated into Willow Lane Class A Ordinary Shares and Willow Lane Public\nWarrants, and the Willow Lane Class A Ordinary Shares were converted into shares of Pubco Class A Common Stock and the Willow Lane\nPublic Warrants were converted into Pubco Public Warrants. As a result, the Willow Lane Units, Willow Lane Class A Ordinary\nShares and Willow Lane Public Warrants no longer trade.\n\n \n\nOn\nMay 11, 2026, the Pubco Class A Common Stock and Pubco Public Warrants began trading on Nasdaq under the new trading symbols\n“BRUN” and “BRUNW,” respectively.\n\n \n\nAs\nof the Closing Date and following the completion of the Business Combination, Pubco had 61,428,674 shares of Pubco Common Stock\nissued and outstanding, consisting of 31,895,656 shares of Pubco Class A Common Stock and 29,533,018 shares of Pubco Class B Common\nStock, held of record by 9 holders. Such numbers do not include Depository Trust Company participants or beneficial owners holding\nshares through nominee names.\n\n \n\nDividends\n\n \n\nPubco\nhas not paid any cash dividends on its Common Stock to date. Pubco may retain future earnings, if any, for future operations, expansion\nand debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends\nin the future will be made at the discretion of the board of directors and will depend on, among other things, Pubco’s results\nof operations, financial condition, cash requirements, contractual restrictions and other factors that the board of directors may deem\nrelevant. In addition, Pubco’s ability to pay dividends may be limited by any Pubco’s outstanding preferred stock and covenants\nof any existing and future outstanding indebtedness Pubco or its subsidiaries incur. Pubco does not anticipate declaring any cash dividends\nto holders of Common Stock in the foreseeable future.\n\n \n\nRecent\nSales of Unregistered Securities\n\n \n\nInformation\nregarding unregistered sales of securities by SPAC is set forth in Part II, Item 2 of SPAC’s Annual Report on Form 10-K filed with\nthe SEC on March 20, 2026.\n\n \n\n \n\n \n\n \n\n**Description\nof Registrant’s Securities**\n\n \n\nThe\ndescription of Pubco’s securities is set forth in the section of the Proxy Statement/Prospectus entitled “**Description\nof Pubco Securities**” beginning on page 236.\n\n \n\nIndemnification\nof Directors and Officers\n\n \n\nThe\nDGCL authorizes corporations to limit or eliminate, subject to certain conditions, the personal liability of directors and officers to\ncorporations and their stockholders for monetary damages for breach of their fiduciary duties. The Pubco organizational documents limit\nthe liability of Pubco’s directors and officers to the fullest extent permitted by Delaware law.\n\n \n\nPubco\nexpects to purchase director and officer liability insurance to cover liabilities its directors and officers may incur in connection\nwith their services to the combined company, including matters arising under the Securities Act. The Pubco organizational documents also\nprovide that Pubco will indemnify its directors and officers to the fullest extent permitted by Delaware law. In addition, Pubco has\nentered into customary indemnification agreements with each of its officers and directors, as described above in Item 1.01 of this\nCurrent Report on Form 8-K.\n\n \n\nThere\nis no pending litigation or proceeding involving any of Pubco’s directors, officers, employees or agents in which indemnification\nwill be required or permitted. Pubco is not aware of any threatened litigation or proceedings that may result in a claim for such indemnification.\n\n \n\nInsofar\nas indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling\nthe combined company, Pubco has been informed that in the opinion of the SEC such indemnification is against public policy as\nexpressed in the Securities Act and is therefore unenforceable.\n\n \n\nFinancial\nStatements and Supplementary Data\n\n \n\nThe\ninformation set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference."}