Boost Run Inc. SEC Filings

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.

Boost Run Inc. furnished an investor presentation that outlines its financial and operating performance, including annual recurring revenue, contracted revenue backlog and other key metrics. The presentation, dated June 2, 2026, is attached as Exhibit 99.1 and posted on the company’s investor relations website.

The information in the presentation is stated as of June 1, 2026 unless otherwise noted, is provided under Items 2.02 and 7.01, and is being furnished rather than filed, so it is not subject to certain Exchange Act liabilities or automatically incorporated into other securities law filings.

Boost Run Inc. filed its quarterly report for the three months ended March 31, 2026, mainly reflecting holding-company costs ahead of its SPAC business combination. The parent recorded no revenue, a net loss of $51,000 and no cash, funded by related-party payables.

Operating business Boost Run Holdings, LLC generated revenue of $10,956 thousand, up from $4,140 thousand a year earlier, but posted a net loss of $4,118 thousand as depreciation, lease costs and interest on bridge financing increased. Cash was $13,241 thousand and total assets were $264,098 thousand, supported by significant GPU and data center lease investments.

Holdings carried bridge loans of $16,000 thousand, a related party loan of $1,430 thousand, and a working capital deficit of $71,495 thousand. Subsequent to quarter-end, Boost Run completed its SPAC merger, received approximately $95,381 thousand of proceeds, repaid all bridge and related-party loans, and its Class A and warrant securities began trading on Nasdaq.

Boost Run Inc. entered into a material service agreement with Thinking Machines Lab Inc. for high-performance managed GPU compute and cloud infrastructure services. Two related Order Forms cover an initial 36‑month term with a combined total contract value of about $471.7 million.

The Orders call for deployment of 5,000 NVIDIA B300 GPUs across Boost Run’s data centers, along with shared storage and CPU node services. Once an Order is placed it is non‑cancelable for its term and fees are non‑refundable, and the customer must pay all fees for the full term regardless of actual usage, subject to limited exceptions.

Boost Run Inc. notified the SEC that it cannot, without unreasonable effort or expense, timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026. The company states it needs additional time to compile required information and expects to file the Q1 2026 Form 10-Q no later than June 1, 2026.

The notice was signed by Erik Guckel, Chief Financial Officer, on May 26, 2026. Contact information listed includes telephone 847-812-3764. The filing cites Rule 12b-25 and includes standard forward-looking statement cautionary language.

Boost Run Inc. Schedule 13G: a group of Citadel entities and Kenneth Griffin jointly report beneficial ownership of Class A common stock. Citadel Advisors LLC and related entities may be deemed to beneficially own 1,516,090 shares (4.8%). Citadel Securities LLC may be deemed to beneficially own 224,223 shares (0.7%). Kenneth Griffin may be deemed to beneficially own 1,740,313 shares (5.5%). The filing cites 31,895,656 Shares outstanding as of May 8, 2026 and notes holdings may include instruments exercisable for or convertible into Shares.

Goodrich ILMJS LLC filed a Schedule 13D reporting beneficial ownership of 2,065,385 shares of Boost Run Inc. Class A common stock, representing 6.48% of the class. The position stems from Boost Run’s SPAC business combination completed on May 8, 2026 and related equity issuances.

The filing explains that Goodrich ILMJS LLC is the record holder, while Sean Goodrich, its managing member and a Boost Run director, has voting and investment discretion over these shares. Goodrich ILMJS LLC is also attributed 1,272,885 additional Class A shares and 1,101,986 warrants subject to an Amended and Restated Transfer Agreement with Willow Lane Sponsor, plus potential earnout shares under a separate Earnout Agreement tied to stock performance.

Boost Run Inc. director and ten percent owner Weil B. Luke reported his initial holdings in a Form 3. The filing shows that securities are held indirectly through Willow Lane Sponsor, LLC, which is the record holder. Mr. Weil is the sole managing member of the Sponsor and has voting and investment discretion over these holdings, while disclaiming beneficial ownership beyond any pecuniary interest.

The Sponsor holds 4,628,674 shares of Class A common stock and 4,007,222 warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share until May 8, 2031, subject to a 9.8% ownership blocker. This Form 3 reflects existing positions rather than new purchases or sales.