0001493152-26-023208
SEC filingBoost Run Inc. completed its business combination with Willow Lane Acquisition Corp., issuing 44.15 million shares to sellers with no redemptions, resulting in 61.43 million total shares outstanding and Nasdaq listing under BRUN.
Boost Run Inc. (Pubco) emerged from the business combination as a Nasdaq-listed entity with a strengthened capital structure, issuing 44.15 million shares to Boost Run sellers while retaining the full $132.6 million SPAC trust due to zero redemptions. Post-merger capitalization includes 61.43 million shares (48% Class A public float, 48% Class B with 10x voting held primarily by CEO Andrew Karos at 48% voting control) and 11.47 million warrants. Strategic agreements include lock-ups on seller shares, registration rights for key holders, indemnification for new directors/officers, and performance-based earnouts (up to 11M+ shares total). Executive appointments feature Karos as CEO on nominal $1 salary signaling alignment, and Guckel as CFO with market comp plus significant equity (2.89M units/options). Auditor switch to Elliott Davis ensures continuity. Governance establishes controlled company status with 3/7 independent directors and required committees. No redemptions preserve liquidity for AI infrastructure expansion amid validated NVIDIA partnerships and $1.44B Dell supply commitment.