8-K: Boost Run Completes SPAC Merger and Lists on Nasdaq

Boost Run, Inc. has completed its business combination with Willow Lane Acquisition Corp., raising $134.5 million in gross proceeds and beginning trading on Nasdaq under the ticker BRUN.

Summary

• Boost Run, Inc. finalized its business combination with Willow Lane Acquisition Corp. on May 8, 2026.
• The transaction provided $134.5 million in gross proceeds to the company, with no redemptions submitted by Willow Lane shareholders.
• Boost Run shares and warrants began trading on Nasdaq under the symbols BRUN and BRUNW on May 11, 2026.
• The company issued 44,150,000 shares of common stock to former Boost Run equity holders as part of the $441.5 million merger consideration.
• Boost Run maintains a $1.44 billion purchase agreement with Dell Technologies to scale its AI compute and storage infrastructure.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-positive development; while the successful closing and strong partnerships are positive, the significant net losses and going concern warnings present material risks to long-term stability.

Positives

• Successfully completed business combination with zero shareholder redemptions, securing $134.5 million in gross proceeds.
• Achieved NVIDIA Exemplar Cloud validation, positioning the company as a preferred cloud service provider.
• Secured a $1.44 billion hardware and financing purchase agreement with Dell Technologies to support enterprise demand.
• Expanded data center footprint and geographic diversification to support rapid capacity activation.
• Maintains high-level security and compliance certifications including SOC 2 Type II, HIPAA, ISO 27001, and ISO 27701.

Negatives

• Reported a net loss of $16.27 million for the year ended December 31, 2025, compared to a $0.21 million loss in 2024.
• Operating expenses increased significantly, with selling, general and administrative costs rising 947% year-over-year.
• The company has a working capital deficit of $20.97 million as of December 31, 2025.
• Substantial doubt exists regarding the company's ability to continue as a going concern due to cash outflows exceeding resources.
• High concentration of revenue, with three customers accounting for approximately 76% of total revenue in 2025.

Risks

• Limited operating history as a public company and potential inability to manage rapid growth profitably.
• Dependence on securing additional data center capacity and GPUs at affordable rates in a supply-constrained market.
• Risk that technology and infrastructure may not operate as expected due to configuration or manufacturing errors.
• Potential for supply chain disruptions and reliance on key senior management personnel.
• Exposure to cybersecurity incidents and data protection regulatory risks.

Future Outlook

The company intends to focus on scaling its AI infrastructure, converting contracted demand into cash flow, and leveraging its NVIDIA Exemplar Cloud status to capture market share in the supply-constrained AI compute market.

Management Comments

• Andy Karos, CEO: 'We built Boost Run to deliver trusted, high-performance AI infrastructure for customers that need control, speed, reliability, and compliance.'
• Andy Karos, CEO: 'Since announcing this transaction, we have achieved NVIDIA Exemplar Cloud validation, expanded contracted demand, strengthened supply and financing relationships, and increased deployment capacity.'
• Luke Weil, Willow Lane CEO: 'We believe today's closing marks the beginning of Boost Run's next phase of value creation.'

Industry Context

StockSavvy.ai notes that Boost Run is entering the public markets during a period of intense demand for AI-ready GPU infrastructure. The company's strategy of leveraging colocation economics and Dell financing is a common approach for capital-intensive AI infrastructure providers attempting to scale rapidly against larger, established cloud hyperscalers.

Comparison to Industry Standards

• The company's reliance on NVIDIA hardware and colocation facilities aligns with industry standards for specialized AI cloud providers.
• The use of a SPAC for public market entry is consistent with several other infrastructure-as-a-service (IaaS) companies in the 2024-2026 period.
• The company's revenue growth of 239% significantly outpaces traditional cloud service providers, reflecting its early-stage, high-growth phase.

Management Changes

Corporate Governance

Legal Proceedings

• None disclosed beyond ordinary course of business.

Related Party Transactions

• Subordinated loan agreement with CEO Andrew Karos for $1.43 million.
• Consulting agreement with B. Luke Weil for business strategy and investor introductions.

Stakeholder Impact

• Shareholders: Dilution from new share issuance and potential future equity raises.
• Employees: New employment agreements and incentive plans established.
• Customers: Continued access to AI infrastructure with expanded capacity.

Next Steps

• Execution of the $1.44 billion Dell purchase agreement.
• Phased activation of data center capacity.
• Ongoing reporting as a public company on Nasdaq.

Key Dates

Recommendation

The company has strong growth potential and strategic partnerships, but the significant net losses and going concern warnings suggest investors should wait for evidence of improved unit economics and cash flow stability before increasing exposure.

Keywords

AI cloud infrastructure, HPC, GPU compute, BRUN, Nasdaq, business combination, data center, NVIDIA