BOOST RUN INC SEC Filings

Boost Run Inc. registers for resale up to 58,738,753 shares of Class A Common Stock and 4,007,216 Private Warrants held by existing securityholders, primarily from its recent SPAC business combination and related earnout and warrant arrangements. The company will receive no proceeds from these resale transactions, but may receive cash only if Private Warrants are exercised.

The Class A Common Stock covered here (including shares underlying Class B stock and Private Warrants) represents about 77% of fully diluted common stock as of July 2, 2026, creating substantial potential selling overhang. Founder Andrew Karos controls about 90% of voting power, making Boost Run a Nasdaq "controlled company." The SPAC merger valued Legacy Boost Run at $441,500,000, with 44,150,000 shares issued plus earnout rights tied to VWAP thresholds of $12.50, $15.00 and $17.50. Shares trade on Nasdaq as BRUN at $38.81 and warrants as BRUNW at $27.18 on June 30, 2026.

Boost Run Inc. reported that it has received over $45 million in gross cash proceeds from the exercise of its public warrants since the closing of its business combination on May 8, 2026. These exercises are part of the company’s capital markets initiatives.

To date, approximately 4.0 million of the 11.47 million public warrants issued have been exercised, leaving about 7.5 million public warrants outstanding. Boost Run plans to use the net proceeds for general corporate purposes, including continued investment in AI cloud infrastructure and high-performance compute capacity, while also reducing warrant overhang and simplifying its capital structure.

Boost Run Inc. has filed a Form S-1 registering the resale of up to 58,738,753 shares of Class A Common Stock and 4,007,216 Private Warrants held by existing investors. The company will not receive proceeds from these resales but may receive cash if the $11.50-per-share Private Warrants are exercised.

The registered Class A shares, including those issuable from Class B conversions, Private Warrants and earnout arrangements, represent approximately 77% of total fully diluted common stock as of July 2, 2026, creating significant potential stock overhang. Boost Run recently became public through a SPAC business combination valuing legacy equity at $441.5 million and issued an $8.5 million note to its founder.

Boost Run operates GPU-based cloud and data-center infrastructure for high-performance AI workloads, partnering with TierPoint, Lenovo, Lumen and Carahsoft. The company is a controlled company, with CEO Andrew Karos holding about 90% of voting power, and it qualifies as an emerging growth company able to use reduced SEC reporting requirements.

Boost Run Inc. director Jeremy Rayne Steinberg reported acquiring 25,375 shares of Class A Common Stock on May 12, 2026. The transaction is coded as an exercise or conversion of a derivative security at a reported price of $0.00 per share, leaving him with 25,375 shares held directly. A footnote explains these shares were received as member distributions from Willow Lane Sponsor, LLC, rather than through an open-market purchase.

Boost Run Inc. director Jeremy Rayne Steinberg filed an initial Form 3, which is the baseline ownership report required for new insiders. The excerpt shows no reported transactions, exercises, gifts, or tax withholdings, and no share holdings or derivative positions are listed at this time.

Boost Run Inc. insider filings show that Sean Goodrich and Goodrich ILMJS LLC beneficially own 4,034,135 shares of Class A Common Stock, or 12.65% of the company. These holdings are held through Goodrich ILMJS LLC, an SPV that Mr. Goodrich manages.

The stake consists of 2,065,385 common shares and 1,968,750 SPV Earnout Shares earned after share-price performance conditions were met. The SPV also holds 1,101,986 Private Warrants with a 4.9% (or 9.8% at the holder's election) beneficial ownership limitation on exercise. Ownership percentages are based on 31,895,656 shares outstanding as of June 1, 2026.

Boost Run Inc. director-associated entity Goodrich ILMJS LLC adjusted its indirect holdings in a structured transaction. The LLC exercised derivative securities to acquire 1,272,885 shares of Class A Common Stock at $1.75 per share and disposed of related Warrants back to the issuer.

After these transactions, Goodrich ILMJS LLC is attributed beneficial ownership of 3,338,270 shares of Class A Common Stock and 2,203,972 Warrants, all held indirectly. Sean Goodrich, the managing member, disclaims beneficial ownership beyond any pecuniary interest.

Boost Run Inc. insider B. Luke Weil has disclosed a significant stake in the company’s Class A common stock. Weil is the beneficial owner of 3,906,023 shares, representing 12.25% of the class, through direct holdings, sponsor interests, earnout shares and warrants based on 31,895,656 shares outstanding as of June 1, 2026.

Willow Lane Sponsor, LLC, the SPAC sponsor controlled by Weil, beneficially owns 2,038,632 shares, or 6.39% of the class, including 1,125,000 potential Sponsor Earnout Shares tied to share-price performance. Weil also has a consulting agreement for up to 336,000 additional shares that vest only if the stock hits specified VWAP price thresholds.

Boost Run Inc. insider filing shows entity-level warrant activity tied to director and ten-percent owner Weil B. Luke. Willow Lane Sponsor, LLC, an entity he manages, exercised derivative securities into 1,272,885 shares of Class A Common Stock at $1.75 per share and indirectly holds these shares. On the same date, the Sponsor disposed of 1,101,986 Warrants to the issuer, each exercisable for one share of Class A Common Stock at $1.75. After these transactions, the Sponsor’s indirect holdings include 3,355,789 shares of Class A Common Stock and 2,905,236 Warrants, with further exercises subject to a 9.8% ownership blocker.