STOCK TITAN

Boost Run (BRUN) to redeem warrants, eyes $131.9m cash

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Boost Run Inc. is redeeming all outstanding public warrants to purchase its Class A common stock. Any warrant not exercised by 5:00 p.m., New York City time, on August 20, 2026 will be redeemed for $0.01 per warrant.

Each whole warrant can be exercised for cash into one share of Class A common stock at an exercise price of $11.50 per share. As of July 24, 2026, warrant exercises have generated $58.8m in gross cash proceeds, reflecting approximately 45% of public warrants exercised. If all remaining warrants are exercised, Boost Run could receive an additional $73.1m, for total gross proceeds of $131.9m.

Positive

  • Boost Run has already received $58.8m in gross cash proceeds from public warrant exercises and could receive up to $131.9m in total if all remaining warrants are exercised, increasing available capital.

Negative

  • None.

Filing Explained

The July 21 redemption notice leaves warrant holders until August 20, 2026 to act; warrants not properly exercised by then are redeemed for $0.01 and retain no rights beyond that payment.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Redemption deadline 5:00 p.m., New York City time, on August 20, 2026 Cutoff time for exercising warrants before redemption for $0.01
Warrant exercise price $11.50 per share Price to purchase one Class A common share per whole warrant
Redemption price per warrant $0.01 per warrant Cash paid for each warrant not exercised by the deadline
Proceeds received to date $58.8m Gross cash proceeds from public warrant exercises as of July 24, 2026
Additional potential proceeds $73.1m Gross cash Boost Run could receive if all remaining warrants are exercised
Total potential proceeds $131.9m Total gross cash from public warrants assuming full exercise
Public warrants exercised approximately 45% Portion of total public warrants exercised as of July 24, 2026
Warrant Agreement financial
"issued under the Warrant Agreement, dated as of November 7, 2024"
A warrant agreement is the legal document that lays out the rules for stock warrants — special certificates that let their holder buy company shares at a set price within a certain time. It explains how and when warrants can be exercised, transferred, changed, or canceled, and what happens to them if the company raises money or is sold; investors care because these terms affect potential future ownership, dilution of shares, and the real value of the warrants.
notice of redemption financial
"it delivered a notice of redemption to the registered holders"
A notice of redemption is a formal announcement from a bond or preferred-stock issuer that it will repay and retire those securities on a specified date and at a specified price, telling holders which issues will be called and when. It matters to investors because it changes the timing and amount of expected cash flows—like a store buying back a gift card early, you get your money sooner but may lose future income and must find a new place to reinvest.
SOC 2 Type II technical
"Boost Run maintains SOC 2 Type II, HIPAA, ISO 27001"
A SOC 2 Type II report is an independent audit that verifies a company’s operational controls for protecting customer data work effectively over a sustained period, not just at a single point in time. Think of it like a multi-month health inspection for a business’s data practices: it reassures customers and investors that systems are managed reliably, lowering the risk of breaches, service interruptions, and regulatory or liability costs.
HIPAA medical
"SOC 2 Type II, HIPAA, ISO 27001, and ISO 27701 certifications"
A U.S. law that sets rules for keeping individuals’ health information private and secure, and for how that information can be shared. Think of it as a mandatory lock-and-key system for medical records that hospitals, insurers, and tech vendors must use. Investors care because failing to follow these rules can lead to big fines, costly remediation, loss of business access to patient data, and reputational damage that can hurt a company’s finances and growth prospects.
ISO 27001 technical
"HIPAA, ISO 27001, and ISO 27701 certifications at the operator level"
ISO 27001 is an internationally recognized standard that sets out the best practices for managing and protecting sensitive information within an organization. It acts like a security blueprint, helping companies ensure data is kept safe from theft, loss, or damage. For investors, organizations with ISO 27001 certification demonstrate a strong commitment to information security, reducing the risk of data breaches that could impact business stability and reputation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What warrant redemption did Boost Run (BRUN) announce?

Boost Run announced it will redeem all outstanding public warrants on August 20, 2026 at $0.01 per warrant if they are not exercised. Holders can instead exercise for cash into Class A common stock before the deadline.

What is the deadline and key terms for BRUN warrant exercises?

Warrant holders have until 5:00 p.m., New York City time, on August 20, 2026 to exercise. Each whole warrant allows purchase of one Class A share at an exercise price of $11.50 per share, after which unexercised warrants are redeemed for $0.01.

How much cash has Boost Run (BRUN) raised so far from warrant exercises?

As of July 24, 2026, Boost Run has received $58.8m in gross cash proceeds from the exercise of public warrants. This amount corresponds to approximately 45% of the total public warrants having been exercised by holders.

What additional proceeds could BRUN receive if all remaining warrants are exercised?

If all remaining outstanding public warrants are exercised, Boost Run expects to receive an additional $73.1m in gross cash proceeds. This would bring total proceeds from public warrant exercises to approximately $131.9m, assuming full participation.

At what prices are Boost Run (BRUN) warrants exercised and redeemed?

Each whole Boost Run warrant can be exercised for one Class A share at an exercise price of $11.50 per share. Any warrant not exercised by the deadline will be redeemed by the company at a redemption price of $0.01 per warrant.

What portion of Boost Run (BRUN) public warrants has been exercised?

Approximately 45% of Boost Run’s public warrants had been exercised as of July 24, 2026, generating $58.8m in gross cash proceeds. The remaining warrants may still be exercised for cash before the August 20, 2026 redemption deadline.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 27, 2026

 

 

 

BOOST RUN INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-43277   39-4824850

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

5 Revere Drive, Suite 200

Northbrook, IL 60062

(Address of principal executive offices)

 

(647) 487-3367

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, $0.0001 par value   BRUN   The Nasdaq Stock Market LLC
Warrants, each whole warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share   BRUNW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 8.01 Other Events.

 

On July 27, 2026, Boost Run Inc. (the “Company”) issued a press release noting that on July 21, 2026, the Company delivered a notice of redemption to the registered holders of all of the Company’s outstanding warrants to purchase shares of the Company’s Class A common stock, par value $0.0001 per share, issued under the Warrant Agreement, dated as of November 7, 2024, by and between Willow Lane Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent, as assumed or otherwise made applicable to the Company in connection with the business combination (the “Warrant Agreement”).

 

The Company will redeem any such warrants that remain outstanding and unexercised at 5:00 p.m., New York City time, on August 20, 2026 (the “Redemption Date”), for a redemption price of $0.01 per warrant. Holders may exercise their warrants for cash at any time after delivery of the notice of redemption and prior to 5:00 p.m., New York City time, on the Redemption Date. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at an exercise price of $11.50 per share, subject to adjustment in accordance with the Warrant Agreement.

 

Holders who wish to exercise their warrants should follow the procedures set forth in the notice of redemption and, if their warrants are held through a broker, bank or other nominee, should immediately contact that broker, bank or other nominee for instructions. Exercise of the warrants is voluntary and requires action by the holder and/or the holder’s broker, bank or other nominee. Warrants that are not properly exercised before 5:00 p.m., New York City time, on the Redemption Date will be redeemed for $0.01 per warrant, and holders of unexercised warrants will have no further rights with respect to those warrants except to receive the redemption price upon surrender of the warrants.

 

As of July 24, 2026, the Company has received gross cash proceeds of $58.8m related to exercise of public warrants. The amount reflects that approximately 45% of total public warrants have been exercised. Should all remaining outstanding warrants be exercised under the terms noted above, the Company would expect to receive an additional $73.1m in gross cash proceeds, bringing total proceeds to $131.9m.

 

A copy of the notice of redemption has been mailed to registered holders of the warrants and contains additional information regarding the redemption and exercise procedures, including the procedures for delivery of exercise materials to Continental Stock Transfer & Trust Company, the warrant agent.

 

A copy of the press release announcing the redemption of the warrants is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

None of this Current Report on Form 8-K, or Exhibit 99.1 attached hereto, constitutes an offer to sell or the solicitation of an offer to buy any of the Company’s securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

 

The information in this Item 8.01 of this Form 8-K is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press release, dated July 27, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 27, 2026 BOOST RUN INC.
     
  By: /s/ Erik Guckel
  Name:  Erik Guckel
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

Boost Run Announces Warrant Redemption

 

Redemption price set at $0.01 per warrant; exercise window closes 5:00 p.m. New York City time on August 20, 2026

 

NORTHBROOK, IL. & NEW YORK — July 27, 2026 — Boost Run, Inc. (Nasdaq: BRUN) (“Boost Run” or the “Company”) today announced that, on July 21, 2026, it delivered a notice of redemption to the registered holders of all of the Company’s outstanding warrants to purchase shares of the Company’s Class A common stock, par value $0.0001 per share, issued under the Warrant Agreement, dated as of November 7, 2024, by and between Willow Lane Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent, as assumed or otherwise made applicable to the Company in connection with the business combination.

 

The Company will redeem any such warrants that remain outstanding and unexercised at 5:00 p.m., New York City time, on August 20, 2026, for a redemption price of $0.01 per warrant. Holders may exercise their warrants for cash at any time after delivery of the notice of redemption and prior to 5:00 p.m., New York City time, on August 20, 2026. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at an exercise price of $11.50 per share, subject to adjustment in accordance with the Warrant Agreement.

 

Holders who wish to exercise their warrants should follow the procedures set forth in the notice of redemption and, if their warrants are held through a broker, bank or other nominee, should immediately contact that broker, bank or other nominee for instructions. Exercise of the warrants is voluntary and requires action by the holder and/or the holder’s broker, bank or other nominee. Warrants that are not properly exercised before 5:00 p.m., New York City time, on August 20, 2026, will be redeemed for $0.01 per warrant, and holders of unexercised warrants will have no further rights with respect to those warrants except to receive the redemption price upon surrender of the warrants.

 

A copy of the notice of redemption has been mailed to registered holders of the warrants and contains additional information regarding the redemption and exercise procedures, including the procedures for delivery of exercise materials to Continental Stock Transfer & Trust Company, the warrant agent.

 

As of July 24, 2026, the Company has received gross cash proceeds of $58.8m related to exercise of public warrants. The amount reflects that approximately 45% of total public warrants have been exercised. Should all remaining outstanding warrants be exercised under the terms noted above, the Company would expect to receive an additional $73.1m in gross cash proceeds, bringing total proceeds to $131.9m.

 

About Boost Run, Inc.

 

Boost Run, Inc. (Nasdaq: BRUN) is an NVIDIA Preferred Cloud Provider that has also achieved NVIDIA Exemplar Cloud status on the NVIDIA Blackwell architecture. The Boost Run platform provides GPU compute, CPU nodes, managed Kubernetes orchestration, and shared storage through an intuitive management console and a robust API layer. Enterprises rely on Boost Run to power their most demanding AI workloads with the performance, security, and reliability their operations require. Boost Run maintains SOC 2 Type II, HIPAA, ISO 27001, and ISO 27701 certifications at the operator level, and partners with data center facilities that uphold equivalent security and compliance standards.

 

For more information, visit https://boostrun.com/.

 

 

 

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include, without limitation, statements regarding the Company’s warrant exercise program; the number of public warrants outstanding; the Company’s expected use of proceeds from warrant exercises; the potential impact of warrant exercises on the Company’s capital structure, warrant overhang, trading liquidity, financial flexibility and growth strategy; the Company’s plans to invest in AI cloud infrastructure, HPC capacity and GPU capacity; customer demand for AI compute; the Company’s engagement with management, its sponsor syndicate and other stakeholders; and any future disclosures regarding material developments. Forward-looking statements are based on the Company’s current expectations, estimates, assumptions and beliefs and are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such statements.

 

These risks and uncertainties include, among others, risks related to the willingness and ability of warrant holders to exercise warrants; the Company’s ability to realize expected benefits from warrant exercises; market, trading and other conditions affecting the Company’s securities; changes in demand for AI cloud infrastructure, HPC solutions and GPU capacity; the Company’s ability to execute its growth strategy; the Company’s ability to access capital on favorable terms or at all; competitive, technological and operational risks; and the risks and uncertainties described in the Company’s filings with the U.S. Securities and Exchange Commission, including under the heading “Risk Factors.” Forward-looking statements speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Contacts

 

Investor Relations Contact

 

The Blueshirt Group

Scott McCabe, Managing Director

Cassidy Fullerton, Director

(212) 871-3927

investors@boostrun.com

 

Media Contact

 

Boost Run, Inc.

(847) 489-3367

press@boostrun.com

 

 

 

Filing Exhibits & Attachments

5 documents