BRUNW Boost Run Inc.
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Executive Summary
This 8-K reports the consummation of the business combination between SPAC Willow Lane Acquisition Corp. and Boost Run Holdings, LLC, a GPU infrastructure provider. The combined entity, Boost Run Inc. (Pubco), became a publicly traded company on May 8, 2026, with Boost Run's operations forming the ongoing business. The filing includes audited financials for all entities, pro forma combined financials, and a new registration rights agreement, confirming the de-SPAC transaction closed with no public shareholder redemptions.
Key Financial Metrics
Actionable Insight
The de-SPAC is complete with zero redemptions, providing a clean capital base. Monitor Boost Run's ability to scale GPU infrastructure and reduce losses, as the company remains pre-profitability with a going-concern risk. The earnout structure (up to 7.875M shares at $12.50/$15.00/$17.50) creates potential dilution but aligns management incentives.
Key Facts
- Business combination closed on May 8, 2026, with no public shareholder redemptions (0 of 12,650,000 shares redeemed).
- Boost Run (accounting acquirer) reported FY2025 revenue of $26.9M (up 239% YoY) but a net loss of $16.3M (up from $0.2M loss in FY2024).
- Boost Run had a working capital deficit of $21.0M and an accumulated deficit of $17.0M as of Dec 31, 2025, with a going-concern qualification.
- Total consideration to Boost Run equity holders: $8.5M installment note, $441.5M in Pubco stock (at $10/share), and up to 7.875M earnout shares.
- Pro forma combined entity has ~61.4M shares outstanding; Boost Run holders get ~71% of voting power (Class B shares have 10 votes each).
- All bridge loans ($5M Aug 2025 + $11M Feb 2026) and the $1.43M related-party loan were fully repaid in cash at closing.
- Pubco expects ~$132.6M in gross proceeds from trust, net of ~$4.9M in estimated transaction costs, to fund GPU infrastructure expansion.
Financial Impact
Boost Run FY2025 revenue $26.9M, net loss $16.3M; pro forma combined entity has ~$114.7M cash post-closing after debt repayment and expenses.
Risk Factors
- Boost Run has a history of significant net losses ($16.3M in FY2025) and negative working capital, with a going-concern qualification in its audited financials.
- The business is capital-intensive, requiring continued investment in GPU hardware and data center leases to support growth.
- Customer concentration risk: three customers represented ~76% of FY2025 revenue.
- Earnout shares (up to 10.97M total) could dilute existing shareholders if stock price targets are met.
Market Snapshot
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-023208 |
| Exhibit: ex99-3.htm | 0001493152-26-023208 |
| Exhibit: ex99-2.htm | 0001493152-26-023208 |
| Exhibit: ex10-2.htm | 0001493152-26-023208 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
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May 18, 2026
5d ago
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3
| $18.00 awaiting T+20 | awaiting T+20 | — | — |
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May 15, 2026
8d ago
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3
| — | awaiting T+20 | — | — |
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May 14, 2026
9d ago
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8-K
| — | awaiting T+20 | — | — |
US Market Status
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