Boost Run Inc. 8-K

What Happened

• Boost Run Inc. (Pubco) filed an 8‑K on May 14, 2026 reporting the closing of its business combination (the “Business Combination”), the transfer of its securities to Nasdaq and a set of related material agreements. The Pubco Class A Common Stock and Pubco Public Warrants began trading on Nasdaq under the symbols BRUN and BRUNW on May 11, 2026. The filing discloses lock-up and registration rights, indemnification agreements for directors/officers, an earnout structure, a consulting agreement, and employment contracts for its CEO and CFO.

Key Details

• Listing and corporate changes: Willow Lane securities ceased trading on the Closing Date; Pubco filed an Amended & Restated Certificate of Incorporation and new Bylaws. The SPAC ceased to be a shell company as of the Closing Date.
• Earnout and potential dilution: Sponsor may earn up to 1,125,000 Sponsor Earnout Shares and the SPV up to 1,968,750 SPV Earnout Shares (total potential earnout = 3,093,750 shares); earnout originally agreed Sept 15, 2025 and amended Jan 13, 2026.
• Executive compensation and hires: Andrew Karos serves as CEO with a stated base salary of $1.00 per year; Erik Guckel serves as CFO with a $400,000 base salary, target annual cash bonus of 75% of salary (0–150% payout range), and a one-time long-term award of 1,156,304 time‑based RSUs, 722,691 performance RSUs and a nonqualified option to purchase 1,011,766 shares. Guckel has severance protections (12 months of salary for certain terminations; 18 months and full equity acceleration if termination occurs within 12 months after a change in control).
• Other material agreements: Lock‑Up Agreements restrict certain shareholders from selling for a defined lock-up period; an Amended and Restated Registration Rights Agreement covers resale registration obligations; Indemnification Agreements cover directors and officers; a consulting agreement grants up to 336,000 Pubco Class A shares to B. Luke Weil subject to price‑based vesting.

Why It Matters

• The company is now an operating public company (ticker BRUN/BRUNW), which matters for liquidity and investor access to the stock. Listing follows the closing of the SPAC combination and changes corporate governance (new charter and bylaws).
• Several agreements disclosed can affect share supply and investor returns: lock‑ups and registration rights control when insiders can sell; earnouts and large executive equity grants could dilute existing shareholders if milestones are met or awards vest.
• Employment and severance terms (notably for the CFO) give management retention and potential acceleration protections that investors should be aware of, while the change in auditor to Elliott Davis, PLLC is noted for future financial reporting.

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