---
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"
generated_at: "2026-05-14T21:30:19.736047+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.95
calibrated_materiality_score: 0.95
confidence: "high"
source: SEC EDGAR
---

# Boost Run completes SPAC merger with Willow Lane; no redemptions, $441.5M equity value

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.95
- calibrated_materiality_score: 0.95
- confidence: high
- 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
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-023208
- JSON: https://secwatch.observer/filing/0001493152-26-023208.json
- Plain text: https://secwatch.observer/filing/0001493152-26-023208.txt

## Key facts
- Auditor Changes
  Boost Run Inc. engaged Elliott Davis, PLLC as its auditor.
  - Action: engagement
  - Auditor: Elliott Davis, PLLC
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2090646/000149315226023208/0001493152-26-023208-index.htm
- Auditor Changes
  Boost Run Inc. dismissed WithumSmith+Brown, PC as its auditor.
  - Action: dismissal
  - Auditor: WithumSmith+Brown, PC
  - Successor: Elliott Davis, PLLC
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2090646/000149315226023208/0001493152-26-023208-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2090646/000149315226023208/0001493152-26-023208-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.