| 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 August 28, 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 September 14, 2026, the Reporting Persons, directly and indirectly, sold 500,000 shares of Class A Common Stock at a price of $14.00 per share. |
| Item 4. | Purpose of Transaction |
| | On September 14, the Reporting Persons, directly and indirectly sold 500,000 shares of Class A Common Stock at a price of $14.00 per share in an open market transaction. The shares were sold for investment purposes in the ordinary course.
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 September 14, 2026, the Reporting Persons may be deemed to beneficially own 4,437,921 shares of Class A Common Stock, which represents approximately 8.88% of the outstanding shares of Class A Common Stock, based on 49,954,423 shares of Class A Common Stock of the Issuer as of August 17, 2026 reported in the Company's Quarterly Report on Form 10-Q filed on August 18, 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 4,437,921 shares of Class A Common Stock. Goodrich ILMJS LLC has shared voting and shared dispositive power over 4,437,921 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 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 (incorporated by reference to Exhibit 99.1 to Amendment 1 to Schedule 13D filed by Sean Goodrich and Goodrich ILMJS LLC on August 28, 2026) |
