BRUN.NASDAQBoost Run INC

SCHEDULE: Goodrich ILMJS LLC Discloses 6.48% Stake in Boost Run Inc.

Sentiment:

Schedule 13D


Goodrich ILMJS LLC reports a 6.48% beneficial ownership stake in Boost Run Inc. following the company's recent business combination.

Summary

  • Goodrich ILMJS LLC holds 2,065,385 shares of Boost Run Inc. Class A Common Stock.
  • The stake represents 6.48% of the total outstanding class.
  • The reporting person, Sean Goodrich, serves as a member of the Board of Directors of the Issuer.
  • The ownership interest stems from the business combination between Boost Run Inc. and Willow Lane Acquisition Corp. completed on May 8, 2026.
  • The reporting person has entered into an Amended and Restated Transfer Agreement to acquire additional founder shares and warrants from the Sponsor.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral, standard disclosure of ownership following a corporate transaction, reflecting expected insider alignment.

Positives

  • The reporting person is directly involved in the company's governance as a Board member, aligning interests with shareholders.
  • The acquisition of additional equity and warrants indicates long-term confidence in the company's post-merger prospects.

Negatives

  • The reporting person is subject to lock-up agreements, restricting the immediate liquidity of the held securities.
  • The potential for future earnout shares may create dilution for existing shareholders if performance targets are met.

Risks

  • The reporting person may seek to influence management or the Board, which could lead to strategic disagreements.
  • The purchase of additional securities is contingent on specific timelines and the expiration of lock-up periods.
  • The value of the investment is tied to the performance of the Class A Common Stock during the defined Earnout Period.

Future Outlook

The reporting person may review, reconsider, and change their position or purpose regarding the Issuer, potentially seeking to influence management or the Board of Directors in the future.

Management Comments

  • Sean Goodrich, as managing member, holds voting and investment discretion over the shares and serves on the Board of Directors.

Industry Context

StockSavvy.ai notes that this filing is typical of post-SPAC merger activity, where insiders and sponsors formalize their ownership stakes and lock-up arrangements to signal stability to the market.

Comparison to Industry Standards

  • The use of lock-up agreements and registration rights is standard practice for post-merger SPAC entities to prevent immediate market volatility.
  • The inclusion of earnout provisions is a common mechanism in SPAC transactions to bridge valuation gaps between sponsors and target company founders.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board AppointmentSean Goodrich serves as a member of the Board of Directors of the Issuer.2026-05-08Provides the reporting person with direct oversight and influence over corporate strategy.

Related Party Transactions

  • Amended and Restated Transfer Agreement between Willow Lane Sponsor, LLC and Goodrich ILMJS LLC.
  • Earnout Agreement involving the Company, the Sponsor, and the Reporting Person.

Stakeholder Impact

  • Shareholders should note the potential for future dilution if earnout targets are achieved.
  • The presence of a significant shareholder on the Board may influence future strategic direction.

Next Steps

  • Completion of the purchase of Transfer Securities from the Sponsor on or before the six-month anniversary of the Closing Date.
  • Potential future influence on the Issuer's business and affairs by the Reporting Person.

Key Dates

DateDescription
2025-09-15Original Business Combination Agreement and Transfer Agreement signed.
2026-01-13Amendment to Business Combination Agreement and Earnout Agreement.
2026-04-24Amended and Restated Transfer Agreement executed.
2026-05-08Closing Date of the Business Combination.
2026-05-18Filing date of the Schedule 13D.

Keywords

Boost Run Inc, Schedule 13D, Beneficial Ownership, Business Combination, Sean Goodrich, SPAC, Equity Stake

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