SCHEDULE: Boost Run Inc. Insider Ownership Disclosure

B. Luke Weil and Willow Lane Sponsor, LLC disclose their beneficial ownership and recent share transfers in Boost Run Inc. following a business combination.

Summary

• B. Luke Weil reports beneficial ownership of 3,906,023 shares of Boost Run Inc. Class A Common Stock, representing 12.25% of the class.
• Willow Lane Sponsor, LLC reports beneficial ownership of 2,038,632 shares, representing 6.39% of the class.
• The reporting persons completed a transfer of 1,272,885 shares and 1,101,986 Private Warrants to Goodrich ILMJS LLC on June 9, 2026.
• Mr. Weil holds additional potential equity through a consulting agreement (up to 336,000 shares) and performance-based earnout provisions.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral disclosure of ownership changes and contractual arrangements following a business combination, typical of post-SPAC activity.

Positives

• Alignment of interests through performance-based earnout shares tied to stock price thresholds of $12.50, $15.00, and $17.50.
• Consulting agreement incentivizes Mr. Weil to drive business strategy and investor relations for the company.
• Clear disclosure of ownership structure and recent transfer activity.

Negatives

• Significant transfer of shares and warrants to a third party (Goodrich ILMJS LLC) may signal reduced long-term commitment from the sponsor.
• Complex ownership structure involving private warrants and earnout tranches creates potential dilution for existing shareholders.

Risks

• Potential for future sales of securities by the reporting persons in open market or private transactions.
• Performance thresholds for earnout shares and consulting shares may not be met, impacting the value of the reporting persons' holdings.
• Concentration of voting and dispositive power in the hands of a single managing member (Mr. Weil).

Future Outlook

The reporting persons reserve the right to acquire or dispose of additional securities in the future and continue to provide strategic advice to the company through the consulting agreement.

Management Comments

• Mr. Weil provides advice on business strategy and corporate governance matters and uses his reasonable efforts to introduce the Company to potential clients and investors.

Industry Context

StockSavvy.ai notes that this filing is typical for post-SPAC business combinations where sponsors adjust their holdings and formalize consulting arrangements to maintain influence while providing liquidity to secondary investors.

Comparison to Industry Standards

• The use of performance-based earnouts and consulting agreements is standard practice in SPAC-to-public transitions to align sponsor interests with long-term shareholder value.
• The disclosure of beneficial ownership follows standard SEC requirements for 13D filings following significant changes in holdings.

Corporate Governance

Related Party Transactions

• Transfer of shares and warrants between Willow Lane Sponsor, LLC and Goodrich ILMJS LLC.
• Consulting agreement between Boost Run Inc. and B. Luke Weil.

Stakeholder Impact

• Shareholders should note the potential for future share sales by the sponsor.
• Potential dilution from the issuance of up to 336,000 consulting shares and 1,125,000 earnout shares.

Next Steps

• Potential future acquisition or disposal of company securities by the reporting persons.
• Vesting of consulting shares upon reaching VWAP thresholds of $12.00, $14.50, and $17.50.
• Vesting of earnout shares upon reaching VWAP thresholds of $12.50, $15.00, and $17.50.

Key Dates

Recommendation

The filing represents standard post-merger housekeeping and ownership adjustments. While it provides transparency, it does not indicate a fundamental change in the company's operational trajectory or financial health.

Keywords

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