Boost Run director reports 10.28% ownership

Rhea-AI Filing Summary

Boost Run Inc. (BRUN) received an amended Schedule 13D from Sean Goodrich and Goodrich ILMJS LLC, reporting beneficial ownership of 5,136,121 shares of Class A Common Stock, or 10.28% of the class as of August 28, 2026. Mr. Goodrich, a non‑employee director of Boost Run Inc., is the managing member of the SPV and holds voting and investment discretion over these securities, while disclaiming beneficial ownership beyond any pecuniary interest.

On August 19, 2026, the reporting persons exercised 1,101,968 Private Placement Warrants at $11.50 per warrant, receiving the same number of Class A shares, following the company’s notice that any warrants remaining unexercised by August 20, 2026 would be redeemed for $0.01 per warrant. The SPV previously acquired founder shares and private warrants from the sponsor and received 1,968,750 earnout shares under an Earnout Agreement tied to VWAP price thresholds. Various agreements, including a Transfer Agreement, Registration Rights Agreement, Earnout Agreement, Letter Agreement and Escrow Agreement, govern transfer restrictions and registration rights related to these holdings.

Key Figures

Beneficial ownership: 5,136,121 shares of Class A Common Stock Ownership percentage: 10.28% Private Placement Warrants exercised: 1,101,968 warrants at $11.50 +5 more

8 metrics

Beneficial ownership 5,136,121 shares of Class A Common Stock Shares beneficially owned by the reporting persons as of August 28, 2026

Ownership percentage 10.28% Percent of Boost Run Inc. Class A Common Stock beneficially owned

Private Placement Warrants exercised 1,101,968 warrants at $11.50 Exercised on August 19, 2026 into 1,101,968 Class A shares

Warrant redemption price $0.01 per warrant Redemption price for warrants remaining unexercised as of August 20, 2026

SPV Earnout Shares 1,968,750 shares Earnout shares issued to the SPV on June 11, 2026 under Earnout Agreement

Founder Shares purchased 1,272,885 Founder Shares at $1.75 per share Acquired by the SPV on September 15, 2025 from the sponsor

Aggregate purchase price for Founder Shares $2,227,548.75 Total paid by the SPV for Founder Shares under the Transfer Agreement

VWAP performance thresholds $12.50, $15.00 and $17.50 per share Price triggers for earning SPV Earnout Shares during the three‑year Earnout Period

Key Terms

beneficially own, Private Placement Warrants, Registration Rights Agreement, Earnout Agreement, +2 more

6 terms

beneficially own financial

"may be deemed to beneficially own 5,136,121 shares of Class A Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Private Placement Warrants financial

"exercised 1,101,968 Private Placement Warrants at an exercise price of $11.50"

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

Registration Rights Agreement financial

"the SPV entered into a Registration Rights Agreement with the Company"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Earnout Agreement financial

"the SPV entered into the Earnout Agreement, pursuant to which the SPV was entitled"

VWAP financial

"based upon the Class A Common Stock achieving VWAP performance thresholds"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

Business Combination financial

"In connection with the Business Combination, the SPV entered into a Registration Rights Agreement"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

FAQ

How much of Boost Run Inc. (BRUN) does Sean Goodrich currently beneficially own?

Sean Goodrich and Goodrich ILMJS LLC may be deemed to beneficially own 5,136,121 shares of Boost Run Inc. Class A Common Stock, representing approximately 10.28% of the outstanding Class A shares as of August 28, 2026, based on shares outstanding reported in a Form 10‑Q.

What warrant exercise did the BRUN Schedule 13D/A report for Sean Goodrich?

On August 19, 2026, the reporting persons exercised 1,101,968 Private Placement Warrants at an exercise price of $11.50 per warrant, receiving 1,101,968 shares of Boost Run Inc. Class A Common Stock as a result of the warrant exercise.

Why did Sean Goodrich exercise Boost Run Inc. (BRUN) warrants in August 2026?

The exercise followed a company notice stating that any outstanding warrants to purchase Class A Common Stock would be redeemed on August 20, 2026 for $0.01 per warrant if unexercised. The reporting persons exercised 1,101,968 Private Placement Warrants before this redemption deadline.

What earnout shares related to BRUN did Goodrich ILMJS LLC receive?

Under an Earnout Agreement, Goodrich ILMJS LLC was entitled to up to 1,968,750 SPV Earnout Shares of Boost Run Inc. Class A Common Stock, based on VWAP thresholds of $12.50, $15.00, and $17.50. All 1,968,750 earnout shares were issued on June 11, 2026.

What was the original acquisition cost for BRUN founder shares and warrants by the SPV?

On September 15, 2025, the SPV purchased 1,272,885 Founder Shares and 1,101,986 Private Warrants from the sponsor at $1.75 per Founder Share, for an aggregate purchase price of $2,227,548.75, under a Transfer Agreement.

What governance role does Sean Goodrich have at Boost Run Inc. (BRUN)?

Sean Goodrich serves as a non‑employee member of the Board of Directors of Boost Run Inc. As a director, he may have influence over corporate activities of the company, including matters related to the securities described in the Schedule 13D/A amendment.

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Available on EDGAR 08/28/2026 - 04:35 PM Accepted by SEC EDGAR 08/28/2026 - 04:35 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Boost Run Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

09940T100

(CUSIP Number)

Boost Run Inc.
5 Revere Drive, Suite 200,,
Northbrook, IL, 60062
(847) 489-3367

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 09940T100

1

Name of reporting person

Sean Goodrich

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,136,121.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,136,121.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,136,121.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.28 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) In reference to Items 7, 9 and 11, represents 5,136,121 shares of Class A Common Stock held by the SPV. Mr. Goodrich, as managing member of the SPV, holds voting and investment discretion over such securities. (2) In reference to Item 13, based on a total of 49,954,423 shares of Class A Common Stock of the Issuer as of August 17, 2026 reported in the Issuer's Quarterly Report on Form 10-Q filed on August 18, 2026 with the Securities and Exchange Commission.

SCHEDULE 13D

CUSIP Number(s): 09940T100

1

Name of reporting person

Goodrich ILMJS LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,136,121.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,136,121.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,136,121.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.28 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(3) In reference to Items 7, 9 and 11, consists of 5,136,121 shares of Class A Common Stock held directly by the SPV. Mr. Goodrich, as managing member of the SPV, directs voting and dispositive decisions with respect to securities held by the SPV. (4) In reference to Item 13, based on a total of 49,954,423 shares of Class A Common Stock of the Issuer as of August 17, 2026 reported in the Issuer's Quarterly Report on Form 10-Q filed on August 18, 2026 with the Securities and Exchange Commission.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Boost Run Inc.
(c)	Address of Issuer's Principal Executive Offices: 5 Revere Drive, Suite 200, Northbrook, ILLINOIS , 60062.
Item 1 Comment: This Amendment No. 2 (this "Amendment") is being filed on behalf of Sean Goodrich and Goodrich ILMJS LLC (the "SPV", and collectively with Sean Goodrich, the "Reporting Persons"), and amends the Schedule 13D filed with the United States Securities and Exchange Commission on May 18, 2026, as subsequently amended on June 15, 2026. The Schedule 13D is supplementally amended as follows.
Item 2.	Identity and Background
(a)	Sean Goodrich
(b)	The principal business address of each of the Reporting Persons is c/o Willow Lane Acquisition Corp., 250 West 57th Street, Suite 415, New York, NY 10107
(c)	Mr. Goodrich is the managing member of the SPV and holds voting and investment discretion with respect to the shares of Class A Common Stock held of records by the SPV.
(d)	During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Goodrich is a citizen of the United States. The SPV is a Delaware limited liability company.
Item 3.	Source and Amount of Funds or Other Consideration
	On August 19, 2026, the Reporting Persons, directly and indirectly, exercised 1,101,968 Private Placement Warrants at an exercise price of $11.50. The Reporting Persons, directly and indirectly, received 1,101,968 shares of Class A Common Stock as a result of the warrant exercise.
Item 4.	Purpose of Transaction
	The Reporting Persons, directly and indirectly, exercised 1,101,968 Private Placement Warrants on August 19, 2026, after the Company issued a press release on July 27, 2026, 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, 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 (the "Warrant Agreement"). The Company stated that it would redeem any such warrants that remained 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. Mr. Goodrich serves as a non-employee member of the Board of Directors of Boost Run Inc. As a director of the Company, Mr. Goodrich may have influence over the corporate activities of the Company, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may from time to time acquire additional securities of the Company, or sell or otherwise dispose of securities of the Company, in open market transactions, in privately negotiated transactions, or otherwise, in any manner permitted by applicable law. Except as set forth herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals in the future.
Item 5.	Interest in Securities of the Issuer
(a)	As of August 28, 2026, the Reporting Persons may be deemed to beneficially own 5,136,121 shares of Class A Common Stock, which represents approximately 10.28% of the outstanding shares of Class A Common Stock, based on 31,895,656 shares of Class A Common Stock outstanding as reported in the Company's Quarterly Report on Form 10-Q filed on June 1, 2026 with the Securities and Exchange Commission. Mr. Goodrich is the managing member of the SPV and holds voting and investment discretion over the securities held by the SPV. Mr. Goodrich disclaims beneficial ownership of the securities held by the SPV other than to the extent of any pecuniary interest therein.
(b)	Sean Goodrich has sole voting and sole dispositive power over 5,136,121 shares of Class A Common Stock. Goodrich ILMJS LLC has shared voting and shared dispositive power over 5,136,121 shares of Class A Common Stock.
(c)	Except as described herein, neither of the Reporting Persons has effected any transaction in the Class A Common Stock during the past 60 days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The following is a description of all contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer: Transfer Agreement On September 15, 2025, the Sponsor and the SPV entered into the Transfer Agreement, pursuant to which the SPV purchased from the Sponsor 1,272,885 Founder Shares (representing 27.5% of the Sponsor's 4,628,674 Founder Shares) and 1,101,986 Private Warrants (representing 27.5% of the Sponsor's 4,007,222 Private Warrants) at a purchase price of $1.75 per Founder Share, for an aggregate purchase price of $2,227,548.75. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Transfer Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Registration Rights Agreement In connection with the Business Combination, the SPV entered into a Registration Rights Agreement with the Company, pursuant to which the SPV has demand and piggyback registration rights with respect to its securities. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 10.2 hereto and incorporated herein by reference. Earnout Agreement On September 15, 2025, in connection with the Business Combination, the SPV entered into the Earnout Agreement, pursuant to which the SPV was entitled to earn up to 1,968,750 additional shares of Class A Common Stock ("SPV Earnout Shares") based upon the Class A Common Stock achieving VWAP performance thresholds of $12.50, $15.00, and $17.50 per share during the three-year Earnout Period following the closing of the Business Combination. On June 11, 2026, all 1,968,750 SPV Earnout Shares were issued to the SPV. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Earnout Agreement, which is filed as Exhibit 10.3 hereto and incorporated herein by reference. Letter Agreement and Insider Letter Amendment To the extent applicable to the SPV as a transferee of the Sponsor's securities, the SPV is bound by certain transfer restrictions and other provisions of the Letter Agreement dated November 7, 2024, as amended by the Insider Letter Amendment dated September 15, 2025. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which is filed as Exhibit 10.4 and incorporated herein by reference. Escrow Agreement In connection with the Business Combination, the Sponsor, the SPV, and Continental Stock Transfer & Trust Company entered into an Escrow Agreement dated May 8, 2026, pursuant to which the transferred securities were held in escrow pending the completion of the transfer. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Escrow Agreement, which is filed as Exhibit 10.5 hereto and incorporated herein by reference. Except as described above, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit Number Description 10.1 Transfer Agreement, dated as of September 15, 2025, by and between Willow Lane Sponsor, LLC and Goodrich ILMJS LLC. (incorporated by reference to Exhibit 10.6 to Willow Lane's Current Report on Form 8-K, filed with the SEC on September 19, 2025) 10.2 Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.5 to Willow Lane's Current Report on Form 8-K, filed with the SEC on September 19, 2025) 10.3 Earnout Agreement, dated as of September 15, 2025, by and among Willow Lane Sponsor, LLC, Goodrich ILMJS LLC and Boost Run Inc. (incorporated by reference to Exhibit 10.7 to Willow Lane's Current Report on Form 8-K, filed with the SEC on September 19, 2025) 10.4 Amendment to Letter Agreement, dated as of September 15, 2025, by and among Willow Lane Acquisition Corp., Willow Lane Sponsor, LLC, BTIG, LLC, Boost Run Inc., Legacy Boost Run and the members of the board of directors or management team of Willow Lane Acquisition Corp. who are signatories thereto. (incorporated by reference to Exhibit 10.3 to Willow Lane's Current Report on Form 8-K, filed with the SEC on September 19, 2025) 10.5 Escrow Agreement, dated May 8, 2026, by and among the Sponsor, the SPV, and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.5 to Amendment 1 to Schedule 13D filed by Sean Goodrich and Goodrich ILMJS LLC on June 15, 2026) 99.1* Joint Filing Agreement, dated June 14, 2026, executed by Sean Goodrich and Goodrich ILMJS LLC * Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sean Goodrich

Signature:	/s/ Sean Goodrich
Name/Title:	Sean Goodrich
Date:	08/28/2026

Goodrich ILMJS LLC

Signature:	/s/ Sean Goodrich
Name/Title:	Sean Goodrich/Managing Member
Date:	08/28/2026