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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 6, 2026
BOOST
RUN INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
001-43277 |
|
39-4824850 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
5
Revere Drive, Suite 200
Northbrook,
IL 60062
(Address
of Principal Executive Offices) (Zip Code)
(847)
489-3367
(Registrant’s
Telephone Number, Including Area Code)
Willow
Lane Acquisition Corp.
(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 (see General Instruction A.2. below):
| ☐ |
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 per share |
|
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
7.01 Regulation FD Disclosure.
On
July 6, 2026, Boost Run Inc. (the “Company”) issued a press release providing an update on its capital markets initiatives,
including recent activity under its public warrant exercise program. The press release announced that, since the closing of the Company’s
business combination on May 8, 2026, the Company has received over $45 million in gross cash proceeds from the exercise of its public
warrants. A copy of the press release is attached hereto as Exhibit 99.1.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, 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
Index
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated July 6, 2026. |
| 104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
SIGNATURE
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.
| Dated:
July 6, 2026 |
BOOST
RUN INC. |
| |
|
|
| |
By: |
/s/
Andrew Karos |
| |
Name:
|
Andrew
Karos |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Boost
Run Receives Approximately $45 Million in Gross Proceeds from Public Warrant Exercises
Company
simplifies capital structure and reduces warrant overhang, supporting continued investment in AI cloud infrastructure growth.
NORTHBROOK,
Ill. and NEW YORK — July 6, 2026 — Boost Run, Inc. (Nasdaq: BRUN) (“Boost Run” or the “Company”),
an NVIDIA Preferred Cloud Partner and provider of AI cloud infrastructure and high-performance compute (“HPC”) solutions,
today provided an update on its capital markets initiatives, including recent activity under its public warrant exercise program.
Since
the closing of its business combination on May 8, 2026, the Company has received over $45 million in gross cash proceeds from the exercise
of its public warrants. To date, approximately 4.0 million of the 11.47 million public warrants issued have been exercised, leaving approximately
7.5 million public warrants outstanding.
The
Company intends to use the net proceeds from the warrant exercises for general corporate purposes, including to support its strategic
objectives and continued investment in AI cloud infrastructure and HPC capacity.
The
warrant exercises have also reduced the number of outstanding public warrants and related warrant overhang. The Company believes the
reduction in outstanding warrants, together with the issuance of common stock upon exercise, may simplify its capital structure and support
increased trading liquidity over time.
“The
exercise of these warrants has provided additional capital to support our growth strategy following our transition to the public markets,”
said Andrew Karos, Founder and Chief Executive Officer of Boost Run. “These proceeds strengthen our balance sheet and provide additional
flexibility as we continue to scale our GPU capacity and address customer demand for AI compute. We also believe that reducing the number
of outstanding public warrants is an important step in simplifying our capital structure and aligning the Company for long-term growth.”
The
Company also continues to engage with SPAC sponsor syndicate and other stakeholders to its optimize its capital structure and post-business-combination
ownership. Any material developments will be disclosed in accordance with applicable securities laws and Nasdaq rules.
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/
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
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.
