Boost Run Inc. (BRUN): auditor change — Boost Run completes SPAC merger with Willow Lane; no redemptions, $441.5M equity value

Boost Run Inc.

Boost Run completed merger with SPAC Willow Lane; no redemptions from $134.5M trust account.
Issued 44.15M shares to former Boost Run holders (14.62M Class A, 29.53M Class B) valued at $441.5M.
Andrew Karos holds all Class B shares (10 votes each), controlling 90.25% of voting power post-merger.
Karos received $8.5M promissory note and is eligible for up to 7.875M earnout shares based on stock price.
Pubco Class A common and warrants begin trading on Nasdaq under BRUN and BRUNW on May 11, 2026.

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Key facts

Extracted from this filing and checked against the source text.

Auditor Changes SEC 8-K Item 4.01/4.02 confidence 0.9

Boost Run Inc. engaged Elliott Davis, PLLC as its auditor.

Action: engagement
Auditor: Elliott Davis, PLLC

Exact text from the filing

Pubco appointed Elliott Davis, PLLC as Pubco’s independent registered public accounting firm to audit Pubco’s consolidated financial statements as of and for the year ending December 31, 2026.

View on SEC.gov

Auditor Changes SEC 8-K Item 4.01/4.02 confidence 0.9

Boost Run Inc. dismissed WithumSmith+Brown, PC as its auditor.

Action: dismissal
Auditor: WithumSmith+Brown, PC
Successor: Elliott Davis, PLLC

Exact text from the filing

WithumSmith+Brown, PC, the independent registered public accounting firm for Willow Lane prior to the Business Combination, was dismissed as of the date of the consummation of the Business Combination.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Boost Run Inc. completed an acquisition involving Boost Run Holdings, LLC and its members for $441,500,000 in Pubco Common Stock (closed 2026-05-08).

Action: acquisition
Counterparty: Boost Run Holdings, LLC and its members
Consideration: $441,500,000 in Pubco Common Stock
Closing: 2026-05-08

Exact text from the filing

Units, an installment note in the initial principal amount of $8,500,000 (the “ Note ”), and (ii) a number of newly issued shares of Pubco Common Stock (defined below) equal to $441,500,000 divided by $10.00 per share (the “ Merger Consideration ”), consisting of 14,616,982 shares of Pubco Class A Common Stock and 29,533,018 shares of Pubco Class B Common Stock,

View on SEC.gov

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Boost Run Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-023208

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