BRUN.NASDAQBoost Run INC

SCHEDULE: Boost Run Inc. Shareholder Boosts Stake to 10.28%

Sentiment:

Schedule 13D Amendment


Sean Goodrich and Goodrich ILMJS LLC have increased their beneficial ownership of Boost Run Inc. Class A Common Stock to 10.28% through the exercise of private placement warrants.

Summary

  • Sean Goodrich and Goodrich ILMJS LLC (collectively, the "Reporting Persons") have filed an amendment to their Schedule 13D, increasing their beneficial ownership of Boost Run Inc. Class A Common Stock.
  • The increase in ownership to 5,136,121 shares, representing 10.28% of the outstanding Class A Common Stock, resulted from the exercise of 1,101,968 Private Placement Warrants on August 19, 2026.
  • The exercise price for these warrants was $11.50 per warrant.
  • This action was taken after Boost Run Inc. issued a notice of redemption for outstanding warrants, setting a redemption date of August 20, 2026.
  • Sean Goodrich is the managing member of Goodrich ILMJS LLC and holds voting and investment discretion over the shares held by the SPV.
  • The Reporting Persons may acquire or dispose of additional securities in the future.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting a strategic exercise of warrants and an increase in beneficial ownership, but with no significant new operational or financial performance data.

Positives

  • Increased beneficial ownership to 10.28% of outstanding Class A Common Stock.
  • Strategic exercise of 1,101,968 Private Placement Warrants to acquire shares.
  • Sean Goodrich, a director, maintains significant influence and control over the shares held by the SPV.

Negatives

  • No new operational or financial performance data is presented in this amendment.
  • The warrant exercise was undertaken in response to a redemption notice, suggesting a potential need to act before warrants expire or are redeemed at a low price.

Risks

  • The Reporting Persons reserve the right to develop future plans or proposals that could affect the company's corporate activities.
  • Future acquisition or disposition of securities by the Reporting Persons could impact share price and market dynamics.

Future Outlook

The Reporting Persons may from time to time acquire additional securities of the Company, or sell or otherwise dispose of securities of the Company. They reserve the right to develop future plans or proposals related to the company's corporate activities.

Management Comments

  • Mr. Goodrich, as managing member of the SPV, holds voting and investment discretion over such securities.
  • Mr. Goodrich serves as a non-employee member of the Board of Directors of Boost Run Inc. As a director of the Company, Mr. Goodrich may have influence over the corporate activities of the Company, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
  • Except as set forth herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals in the future.

Industry Context

StockSavvy.ai notes that this filing pertains to a Schedule 13D amendment, which is typically filed by significant shareholders who acquire more than 5% of a company's stock and intend to influence or change control. The exercise of warrants in response to a redemption notice is a common tactic to avoid losing value in warrants that might otherwise be redeemed for a nominal amount.

Comparison to Industry Standards

  • The 10.28% ownership stake by Sean Goodrich and Goodrich ILMJS LLC places them among the significant institutional or activist investors in a company of Boost Run Inc.'s size, though specific industry benchmarks for this particular niche are not detailed in the filing.
  • The exercise of private placement warrants at a price of $11.50 is a standard financial transaction, but its effectiveness and comparison to industry norms would depend on the company's stock performance relative to this strike price and prevailing market conditions for similar SPACs or de-SPACed entities.

Related Party Transactions

  • The SPV purchased Founder Shares and Private Warrants from Willow Lane Sponsor, LLC.
  • The SPV entered into an Earnout Agreement with Boost Run Inc. and Willow Lane Sponsor, LLC.
  • The SPV is bound by certain provisions of the Letter Agreement and Insider Letter Amendment, originally entered into by the Sponsor.

Stakeholder Impact

  • Shareholders: The increased stake by a director could signal a commitment to the company's future or potential influence on strategic decisions, which may impact share value.
  • Creditors: No direct impact mentioned, but significant changes in control or strategy could indirectly affect financial stability.
  • Management/Board: Sean Goodrich's role as a director and managing member of the SPV gives him potential influence over corporate activities.

Next Steps

  • The Reporting Persons may acquire or dispose of additional securities of Boost Run Inc.
  • The Reporting Persons may develop future plans or proposals regarding the company's corporate activities.

Key Dates

DateDescription
November 7, 2024Date of Warrant Agreement between Willow Lane Acquisition Corp. and Continental Stock Transfer & Trust Company.
September 15, 2025Date of Transfer Agreement between Willow Lane Sponsor, LLC and Goodrich ILMJS LLC; Date of Earnout Agreement; Date of Amendment to Letter Agreement.
May 8, 2026Date of Escrow Agreement between Sponsor, SPV, and Continental Stock Transfer & Trust Company.
June 1, 2026Date of Boost Run Inc.'s Quarterly Report on Form 10-Q filed with the SEC, reporting 31,895,656 shares of Class A Common Stock outstanding.
June 11, 2026Date all 1,968,750 SPV Earnout Shares were issued to the SPV.
June 14, 2026Date of Joint Filing Agreement executed by Sean Goodrich and Goodrich ILMJS LLC.
June 15, 2026Date of Amendment No. 1 to Schedule 13D filed by Sean Goodrich and Goodrich ILMJS LLC.
July 21, 2026Date Boost Run Inc. delivered a notice of redemption to holders of its outstanding warrants.
July 27, 2026Date Boost Run Inc. issued a press release regarding the warrant redemption notice.
August 17, 2026Date as of which total shares of Class A Common Stock were reported in the Issuer's Quarterly Report on Form 10-Q.
August 18, 2026Date of Boost Run Inc.'s Quarterly Report on Form 10-Q filed with the SEC, reporting 49,954,423 shares of Class A Common Stock outstanding.
August 19, 2026Date of Event Requiring Filing of This Statement; Date Reporting Persons exercised Private Placement Warrants.
August 20, 2026Redemption Date for outstanding warrants.
August 28, 2026Date of signature for the Schedule 13D filing.

Recommendation

hold

The filing indicates a strategic increase in beneficial ownership by a director through warrant exercise, which is a factual event rather than a performance indicator. While it shows commitment, it doesn't provide new information on the company's operational performance or future growth prospects that would warrant a buy or sell recommendation. Therefore, a 'hold' is appropriate pending further operational updates.

Keywords

Schedule 13D, Beneficial Ownership, Warrant Exercise, Boost Run Inc., Class A Common Stock, Private Placement Warrants, Sean Goodrich, Goodrich ILMJS LLC

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