SCHEDULE: B. Luke Weil Discloses 9.97% Stake in Boost Run Inc.

B. Luke Weil and Willow Lane Sponsor, LLC have filed a Schedule 13D disclosing a 9.97% beneficial ownership stake in Boost Run Inc. following the completion of a business combination.

Summary

• B. Luke Weil and Willow Lane Sponsor, LLC reported a combined beneficial ownership of 3,288,511 shares of Class A Common Stock in Boost Run Inc.
• The stake represents 9.97% of the company's outstanding Class A Common Stock as of May 8, 2026.
• The ownership interest follows the closing of a business combination involving Willow Lane Acquisition Corp. and Boost Run Holdings, LLC.
• The reporting persons hold shares directly and through warrants that become exercisable 30 days after the closing date.
• An earnout agreement provides for up to 3,093,750 additional shares based on stock performance thresholds of $12.50, $15.00, and $17.50.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral disclosure of post-merger ownership, reflecting standard corporate governance and alignment of interests rather than a change in fundamental business outlook.

Positives

• Successful completion of the business combination and domestication process.
• Alignment of interests through a consulting agreement for strategic advice and investor introductions.
• Clear path for liquidity via a registration rights agreement for the resale of securities.

Negatives

• Significant dilution potential from outstanding warrants and earnout provisions.
• Lock-up agreements restrict the immediate sale of equity securities for certain stakeholders.

Risks

• Performance-based earnout shares are contingent on achieving specific VWAP stock price thresholds.
• Future market volatility could impact the value of the investment and the ability to execute strategic transactions.
• The reporting persons may seek to influence management or the board, which could lead to strategic disagreements.

Future Outlook

The reporting persons intend to review their investment on an ongoing basis and may acquire or dispose of securities depending on market conditions, the company's financial performance, and other strategic opportunities.

Management Comments

• B. Luke Weil may communicate with management and the board regarding operational, strategic, financial, or governance matters to maximize stockholder value.

Industry Context

StockSavvy.ai notes that this filing represents the post-merger stabilization phase typical of SPAC transactions, where sponsors disclose their remaining equity stakes and formalize their ongoing advisory roles through consulting agreements.

Comparison to Industry Standards

• The use of earnout structures with VWAP thresholds is a standard mechanism in SPAC business combinations to align sponsor and shareholder interests.
• The filing follows standard SEC disclosure requirements for beneficial owners exceeding 5%.

Corporate Governance

Related Party Transactions

• Consulting services agreement between Boost Run Inc. and B. Luke Weil.
• Indemnification agreement for B. Luke Weil as a director.

Stakeholder Impact

• Shareholders may experience dilution from warrant exercises and potential earnout share issuances.
• The registration of resale shares may increase the supply of tradable stock.

Next Steps

• Registration of resale shares within 30 days of the closing date.
• Ongoing evaluation of investment position by the reporting persons.
• Potential exercise of warrants beginning 30 days after May 8, 2026.

Key Dates

Recommendation

The filing confirms the post-merger ownership structure and does not signal a change in the company's operational trajectory, suggesting a wait-and-see approach for investors.

Keywords

Boost Run Inc., Schedule 13D, B. Luke Weil, Business Combination, SPAC, Willow Lane Sponsor, Equity Ownership