{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-023208","form_type":"8-K","ticker":"BRUN","cik":"0002090646","company_name":"Boost Run Inc.","filed_at":"2026-05-14T21:28:56+00:00","discovered_at":"2026-05-14T21:30:00.307314+00:00","generated_at":"2026-05-14T21:30:19.736047+00:00","sec_items":["1.01","1.02","2.01","9.01","3.01","3.02","3.03","4.01","5.01","5.02","5.03","5.06","7.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.95,"calibrated_materiality_score":0.95,"confidence":"high","headline":"Boost Run completes SPAC merger with Willow Lane; no redemptions, $441.5M equity value","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-023208","json":"https://secwatch.observer/filing/0001493152-26-023208.json","markdown":"https://secwatch.observer/filing/0001493152-26-023208.md","text":"https://secwatch.observer/filing/0001493152-26-023208.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2090646/000149315226023208/0001493152-26-023208-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2090646/000149315226023208/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-14T21:30:19.736047+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"9e64f5078bf3ae258fc2a152b364fa123e10d139","claim":"Boost Run Inc. engaged Elliott Davis, PLLC as its auditor.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 4.01/4.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2090646/000149315226023208/0001493152-26-023208-index.htm","confidence":0.9,"family_label":"Auditor Changes","details":[{"label":"Action","value":"engagement"},{"label":"Auditor","value":"Elliott Davis, PLLC"}],"fact_type":"auditor_change"},{"claim_id":"c0cc42ef29d1d3981c2d1400f8fd851d45072174","claim":"Boost Run Inc. dismissed WithumSmith+Brown, PC as its auditor.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 4.01/4.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2090646/000149315226023208/0001493152-26-023208-index.htm","confidence":0.9,"family_label":"Auditor Changes","details":[{"label":"Action","value":"dismissal"},{"label":"Auditor","value":"WithumSmith+Brown, PC"},{"label":"Successor","value":"Elliott Davis, PLLC"}],"fact_type":"auditor_change"},{"claim_id":"354e168d10dcd8865d5b066bc96b551a3ffa190f","claim":"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).","evidence_excerpt":"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,","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/2090646/000149315226023208/0001493152-26-023208-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Boost Run Holdings, LLC and its members"},{"label":"Consideration","value":"$441,500,000 in Pubco Common Stock"},{"label":"Closing","value":"2026-05-08"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}