Goodrich ILMJS LLC discloses 6.48% Boost Run (BRUN) stake and earnout rights

Rhea-AI Filing Summary

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.

Key Figures

Beneficial ownership: 2,065,385 shares Ownership percentage: 6.48% Additional shares under transfer agreement: 1,272,885 shares +5 more

8 metrics

Beneficial ownership 2,065,385 shares Class A common stock beneficially owned by Goodrich ILMJS LLC

Ownership percentage 6.48% Percent of Boost Run Class A common stock class

Additional shares under transfer agreement 1,272,885 shares Class A common stock attributable via Amended and Restated Transfer Agreement

Warrants under transfer agreement 1,101,986 warrants Warrants attributable to Goodrich ILMJS LLC via transfer agreement

Founder shares reference base 4,628,674 shares Willow Lane founder shares of which 27.5% to be purchased

Willow Lane warrants base 4,007,222 warrants Willow Lane warrants of which 27.5% to be purchased

Earnout shares for reporting person 1,968,750 shares Maximum earnout shares for Goodrich ILMJS LLC

Earnout shares for sponsor 1,125,000 shares Maximum earnout shares for Willow Lane Sponsor, LLC

Key Terms

Schedule 13D, Business Combination Agreement, Lock-Up Agreements, Registration Rights Agreement, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Business Combination Agreement financial

"pursuant to that certain Business Combination Agreement dated as of September 15, 2025, as amended..."

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Lock-Up Agreements regulatory

"the Company entered into Lock-Up Agreements (the "Lock-Up Agreements") with certain stockholders..."

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

Registration Rights Agreement regulatory

"entered into an Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement")..."

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.

Amended and Restated Transfer Agreement financial

"entered into an Amended and Restated Transfer Agreement (the "Amended and Restated Transfer Agreement")..."

Earnout Agreement financial

"entered into an Earnout Agreement (the "Earnout Agreement" as amended on January 13, 2026...)"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BOOST RUN INC.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

09940T100

(CUSIP Number)

Sean Goodrich
c/o Goodrich ILMJS LLC, 4020 Hardie Ave,
Miami, FL, 33133
(917) 862-2297

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

05/08/2026

(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

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)

OO

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 2,065,385.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,065,385.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,065,385.00

12

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

13

Percent of class represented by amount in Row (11)

6.48 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

In reference to Items 7, 9, 11 and 13, Goodrich ILMJS LLC is the record hold of such securities. Sean 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.

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 2.	Identity and Background
(a)	Goodrich ILMJS LLC
(b)	The principal business address of Goodrich ILMJS LLC 4020 Hardie Ave Miami, Fl 33133.
(c)	Sean 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. Mr. 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 Sean Goodrich is the managing member of Goodrich ILMJS LLC. On September 15, 2025, Willow Lane Sponsor, LLC (the "Sponsor") and Goodrich ILMJS LLC (the "Reporting Person") entered into a Transfer Agreement (the "Original Transfer Agreement") providing that the Reporting Person 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 Reporting Person 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. Sean Goodrich is the managing member of Goodrich ILMJS LLC. Mr. Goodrich serves as 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 its position and/or change its 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 its 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 Sean Goodrich is the managing member of the Reporting Person. On September 15, 2025, the Sponsor and the Reporting Person entered into the Original Transfer Agreement providing that the Reporting Person 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 Reporting Person 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 Reporting Person 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 Reporting Person 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).

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.

Goodrich ILMJS LLC

Signature:	/s/ Sean Goodrich
Name/Title:	Sean Goodrich, Managing Member
Date:	05/18/2026

FAQ

What stake in Boost Run Inc. (BRUN) does Goodrich ILMJS LLC report on this Schedule 13D?

Goodrich ILMJS LLC reports beneficial ownership of 2,065,385 shares of Boost Run Class A common stock, equal to 6.48% of the class. This stake gives the reporting person a meaningful minority position with disclosed voting and investment discretion held by managing member Sean Goodrich.

How did Goodrich ILMJS LLC acquire its Boost Run Inc. (BRUN) shares?

The shares were issued following Boost Run’s business combination completed May 8, 2026 under a Business Combination Agreement. Additional exposure comes from transfer arrangements with Willow Lane Sponsor and related warrants, all tied to the SPAC transaction that made Boost Run a publicly traded company.

What role does Sean Goodrich play in relation to Boost Run Inc. (BRUN)?

Sean Goodrich is the managing member of Goodrich ILMJS LLC and holds voting and investment discretion over its Boost Run shares. He also serves on Boost Run’s board of directors, potentially influencing corporate activities while the filing states no current specific plans for major corporate changes.

What are the key terms of the Amended and Restated Transfer Agreement involving Boost Run Inc. (BRUN)?

The Amended and Restated Transfer Agreement provides that Goodrich ILMJS LLC will purchase 27.5% of 4,628,674 founder shares and 27.5% of 4,007,222 warrants from Willow Lane Sponsor. The purchase must occur by six months after closing or shortly after an effective resale registration, with securities held in escrow until completion.

How many potential earnout shares can Goodrich ILMJS LLC receive related to Boost Run Inc. (BRUN)?

Under an Earnout Agreement and its amendment, Goodrich ILMJS LLC may receive up to 1,968,750 earnout shares, while the sponsor may receive up to 1,125,000 earnout shares. These additional shares depend on the performance of Boost Run’s Class A common stock during a defined earnout period.

What lock-up and registration rights affect Goodrich ILMJS LLC’s Boost Run Inc. (BRUN) holdings?

Lock-Up Agreements restrict certain Legacy Boost Run stockholders, including parties to those agreements, from selling equity during specified lock-up periods. A separate Amended and Restated Registration Rights Agreement requires Boost Run to register for resale certain common stock and other securities held by specified holders, under agreed terms.