PROSPECTUS
SUPPLEMENT NO. 1
Dated August 19, 2026
(To Prospectus Dated July 10, 2026) |
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Filed
Pursuant to Rule 424(b)(5)
Registration No. 333-297245 |
BOOST
RUN INC.
58,738,753
Shares of Class A Common Stock
(Inclusive
of 29,533,018 shares of Class A Common Stock Issuable Upon Conversion of Class B Common Stock, 4,007,216 shares of Class A Common
Stock Underlying Private Warrants, 14,229,769 Shares of Class A Common Stock held by Certain Selling Holders and 10,968,750 Earnout
Shares)
4,007,216
Warrants to Purchase Shares of Class A Common Stock
This
prospectus supplement (the “Sticker Supplement”) modifies, supersedes and supplements certain information contained in, and
should be read in conjunction with, our Prospectus filed with the SEC dated July 10, 2026, (the “Prospectus”), related to
the registration of the resale by the selling holders identified in the Prospectus (collectively, the “Selling Holders”),
or their permitted transferees, of (i) up to 9,601,095 shares of our Class A common stock, par value $0.0001 (“Class A Common Stock”),
held by certain Selling Holders who received such shares in connection with the Business Combination, (ii) up to 4,628,674 shares of
Class A Common Stock issued to the Sponsor and its distributees in exchange for the Founder Shares purchased prior to the Willow Lane
IPO, (iii) up to 4,007,216 shares of Class A Common Stock underlying warrants to purchase shares of Class A Common Stock held by certain
Selling Holders (the “Private Warrants”), (iv) up to 29,533,018 shares of Class A Common Stock issuable upon the conversion
of 29,533,018 shares of our Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together with
the Class A Common Stock, the “Common Stock”), held by certain Selling Holders, (v) up to 10,968,750 shares of Class A Common
Stock issued as earnout consideration (the “Earnout Shares”), consisting of up to 7,875,000 shares of Class A Common Stock
issuable to Andrew Karos and up to 3,093,750 shares of Class A Common Stock issuable to the Sponsor and the SPV pursuant to the Earnout
Agreement (as defined below), and (vi) 4,007,216 Private Warrants held by certain Selling Holders.
This
Sticker Supplement is not complete without, and may not be delivered or used except in connection with, the Prospectus.
Our
shares of Class A Common Stock are listed on the Global Market tier of the Nasdaq Stock Market LLC under the symbol “BRUN.”
The
information contained in this Sticker Supplement modifies and supersedes, in part, the information in the Prospectus. Any information
that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as modified or superseded
by this Sticker Supplement. We may amend or supplement the Prospectus from time to time by filing amendments or supplements as required.
You should read the entire Prospectus, and any amendments or supplements carefully before you make an investment decision.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 13 of the Prospectus and in documents
incorporated by reference into the Prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this Sticker Supplement, or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
FORWARD-LOOKING
STATEMENTS
You
should carefully consider the risk factors set forth in the Prospectus, as well as the other information contained in or incorporated
by reference into this Sticker Supplement and the Prospectus. This Sticker Supplement and the Prospectus and documents incorporated therein
by reference contain forward-looking statements regarding events, conditions, and financial trends that may affect our plan of operation,
business strategy, operating results, and financial position. You are cautioned that any forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties. Actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Cautionary statements in the “Risk Factors” section of the Prospectus
and in documents incorporated by reference into the Prospectus identify important risks and uncertainties affecting our future, which
could cause actual results to differ materially from the forward-looking statements made or included in this Sticker Supplement and the
Prospectus.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
following documents that Boost Run Inc. has filed with the Securities and Exchange Commission (the “Commission”) under the
Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”) are incorporated by reference into this Prospectus:
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The
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the Commission on August 18, 2026. |
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The
Company’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2026, filed with the Commission on August
18, 2026. |
All
reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment to this Prospectus that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference in this Prospectus and to be a part thereof from
the date of filing of such documents with the Commission. Any statement contained in a document incorporated, or deemed to be incorporated,
by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in
this Prospectus, modifies or supersedes such prior statement. Any statement contained in this Prospectus shall be deemed to be modified
or superseded to the extent that a statement contained in a subsequently filed document that is, or is deemed to be incorporated, by
reference in this Prospectus modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
No
document or information deemed to be furnished and not filed in accordance with the rules of the Commission shall be deemed to be incorporated
herein by reference unless such document or information expressly provides to the contrary.
The
date of this Sticker Supplement to Prospectus is August 19, 2026.
