| 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 2. | Identity and Background |
|
| (a) | Sean Goodrich |
| (b) | The principal business address of Sean Goodrich is c/o Boost Run Inc., 5 Revere Drive, Suite 200 Northbrook, IL 60062 |
| (c) | Sean Goodrich is a member of the Board of Directors of the Issuer. |
| (d) | No |
| (e) | No |
| (f) | United States of America |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The shares of Class A common stock reported herein as being beneficially owned by the Reporting Person were issued following the completion of the business combination on May 8, 2026 (the "Closing Date"), pursuant to that certain Business Combination Agreement dated as of September 15, 2025, as amended by Amendment No. 1 to the Business Combination Agreement, dated January 13, 2026 (the "Business Combination Agreement" and together with the other agreements and transaction contemplated by the Business Combination Agreement, the "Business Combination"), between Boost Run Inc., a Delaware corporation (the "Company"), Willow Lane Acquisition Corp., a Cayman Islands exempted company ("SPAC"), Benchmark Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("SPAC Merger Sub"), Boost Run Holdings, LLC, a Delaware limited liability company ("Legacy Boost Run"), Benchmark Merger Sub II LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("Company Merger Sub"), Andrew Karos, solely in his capacity as the representative of the holders of Legacy Boost Run's issued and outstanding membership interests, and George Peng, solely in his capacity as the representative of SPAC shareholders.
On the Closing Date, SPAC Merger Sub merged with and into SPAC, with SPAC surviving as a wholly-owned subsidiary of the Company (the "SPAC Merger"). Simultaneously with the SPAC Merger, Company Merger Sub merged with and into Legay Boost Run, with, pursuant to the Certificate of Merger, the surviving entity continuing as Boost Run Services, LLC and a wholly-owned subsidiary of the Company. As a result of the Business Combination, SPAC and Boost Run became wholly-owned subsidiaries of the Company and the Company became a publicly traded company.
At the effective time of the Business Combination, stock consideration was issued to the then current holders of stock in Legacy Boost Run in the form of common stock of the Company.
Amended and Restated Transfer Agreement
The Reporting Person is the managing member of Goodrich ILMJS LLC (the "SPV").
On September 15, 2025, Willow Lane Sponsor, LLC (the "Sponsor") and Goodrich ILMJS LLC (the "SPV") entered into a Transfer Agreement (the "Original Transfer Agreement") providing that the SPV has agreed to purchase from the Sponsor, immediately prior to the Closing Date, 27.5% of the 4,628,674 Class B ordinary shares of Willow Lane (the "Founder Shares") held by the Sponsor and 27.5% of the 4,007,222 warrants to purchase Willow Lane ordinary shares held by the Sponsor, at a purchase price for all such securities (the "Transfer Securities") equal to $1.75 per Founder Share purchased.
On April 24, 2026, the Sponsor and the SPV entered into an Amended and Restated Transfer Agreement (the "Amended and Restated Transfer Agreement") to amend and restate the original transfer agreement to provide that, among other things, such purchase shall be completed on or before the six (6) month anniversary of the Closing Date. Specifically, the purchase shall be effected on or before the earlier of: (i) the six (6) month anniversary of Closing; and (ii) the fifteenth (15th) calendar day after the effective date of post-Closing registration statement registering the resale of the Transfer Securities, provided that the applicable lock-up period for such Transfer Securities has also expired. Prior to the consummation of such purchase, the Transfer Securities will be placed in an escrow account administered by Continental Stock Transfer & Trust Company. |
| Item 4. | Purpose of Transaction |
| | The information regarding the Business Combination set forth in Item 3 above is incorporated into this Item 4 by reference.
Reporting Person serves a member of the Board of Directors of the Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Person, at any time, and from time to time, may review, reconsider and change his position and/or change his purpose and/or develop such plans and may seek to influence management of the Issuer or the Board with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See responses to Item 13 on the cover page.
Goodrich ILMJS LLC is the record hold of such securities. Mr. Goodrich is the managing member of Goodrich ILMJS LLC and holds and holds voting and investment discretion with respect to the shares of Pubco Class A Common Stock held of record by Goodrich ILMJS LLC. Goodrich ILMJS LLC is attributed beneficial ownership over the 1,272,885 shares of Class A Common Stock and 1,101,986 Warrants which may be transferred pursuant to the Amended and Restated Transfer Agreement, dated as of April 24, 2026, between Willow Lane Sponsor, LLC and Goodrich ILMJS LLC. |
| (b) | See responses to Items 7, 8, 9 and 10 on the cover page.
Goodrich ILMJS LLC is the record hold of such securities. Mr. Goodrich is the managing member of Goodrich ILMJS LLC and holds and holds voting and investment discretion with respect to the shares of Pubco Class A Common Stock held of record by Goodrich ILMJS LLC. Goodrich ILMJS LLC is attributed beneficial ownership over the 1,272,885 shares of Class A Common Stock and 1,101,986 Warrants which may be transferred pursuant to the Amended and Restated Transfer Agreement, dated as of April 24, 2026, between Willow Lane Sponsor, LLC and Goodrich ILMJS LLC. |
| (c) | Except as set forth in this Schedule 13D, the Reporting Person has not, to the best of his knowledge, engaged in any transaction with respect to the common stock during the sixty days prior to the date of filing this Schedule 13D. |
| (d) | Except as described in Item 3, no person other than the Reporting 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 the common stock of the issuer beneficially owned by the Reporting Person as reported in this Schedule 13D. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Lock-Up Agreement
In connection with the Business Combination, on September 15, 2025, the Company entered into Lock-Up Agreements (the "Lock-Up Agreements") with certain stockholders of Legacy Boost Run, pursuant to which each of the parties to the Lock-Up Agreements agreed not to effect any sale or distribution of any equity securities of Pubco held by any of them during the lock-up period set forth therein.
The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached as Exhibit 99.1 to this Schedule 13D and is incorporated herein by reference.
Registration Rights Agreement
In connection with the Business Combination, on the Closing Date, the Company entered into an Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which it agreed to register for resale shares of the Issuer's Common Stock and other securities held by the certain stockholders, subject to the terms and conditions described therein.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached as Exhibit 99.2 to this Schedule 13D and is incorporated herein by reference.
Amended and Restated Transfer Agreement
The Reporting Person is the managing member of the SPV.
On September 15, 2025, the Sponsor and the SPV entered into the Original Transfer Agreement providing that the SPV has agreed to purchase from the Sponsor, immediately prior to the Closing Date, 27.5% of the 4,628,674 Founder Shares held by the Sponsor and 27.5% of the 4,007,222 warrants to purchase Willow Lane ordinary shares held by the Sponsor, at a purchase price for all such securities equal to $1.75 per Founder Share purchased.
On April 24, 2026, the Sponsor and the SPV entered into an Amended and Restated Transfer Agreement (the "Amended and Restated Transfer Agreement") to amend and restate the original transfer agreement to provide that, among other things, such purchase shall be completed on or before the six (6) month anniversary of the Closing Date. Specifically, the purchase shall be effected on or before the earlier of: (i) the six (6) month anniversary of Closing; and (ii) the fifteenth (15th) calendar day after the effective date of post-Closing registration statement registering the resale of the Transfer Securities, provided that the applicable lock-up period for such Transfer Securities has also expired. Prior to the consummation of such purchase, the Transfer Securities will be placed in an escrow account administered by Continental Stock Transfer & Trust Company.
The foregoing description of the Amended and Restated Transfer Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached as Exhibit 99.3 to this Schedule 13D and is incorporated herein by reference.
Earnout Agreement
In connection with the Business Combination, on September 15, 2025, the Company, the Sponsor and the SPV entered into an Earnout Agreement (the "Earnout Agreement" as amended on January 13, 2026, "Amendment to the Earnout Agreement"), providing that the Sponsor may earn up to 1,125,000 earnout shares and the SPV may earn up to 1,968,750 earnout shares based on the performance of the Class A Common Stock during the Earnout Period, as defined in the Earnout agreement.
The foregoing descriptions of the Earnout Agreement and Amendment to the Earnout Agreement are qualified in their entirety by reference to the full text of the agreements, copies of which are attached as Exhibit 99.4 and Exhibit 99.5, respectively, to this Schedule 13D and is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | 99.1 - Lock-Up Agreement (Incorporated by reference to Exhibit 10.2 to Willow Lane Acquisition Corp.'s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 19, 2025).Registration Rights Agreement, dated May 8, 2026, by and among the Company and the parties thereto (Incorporated by reference to Exhibit 10.2 to Boost Run Inc.'s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 14, 2026).
99.2 - Registration Rights Agreement, dated May 8, 2026, by and among the Company and the parties thereto (Incorporated by reference to Exhibit 10.2 to Boost Run Inc.'s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 14, 2026).
99.3 - Amended and Restated Transfer Agreement, dated as of April 24, 2026, by and between Willow Lane Sponsor, LLC and Goodrich ILMJS LLC (Incorporated by reference to Exhibit 99.1 to Willow Lane Acquisition Corp.'s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 24, 2026).
99.4 - 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 Acquisition Corp.'s Current Report on Form 8-K, filed with the SEC on September 19, 2025).
99.5 - Amendment to the Earnout Agreement, dated January 13, 2026, by and among Boost Run, Inc., Willow Lane Sponsor LLC and Goodrich ILMJS LLC (incorporated by reference to Exhibit 99.1 to Willow Lane Acquisition Corp.'s Current Report on Form 8-K, filed with the SEC on January 13, 2026). |
