SCHEDULE: Sean Goodrich Discloses 12.65% Stake in Boost Run Inc.

Sean Goodrich and Goodrich ILMJS LLC have filed a Schedule 13D reporting beneficial ownership of 12.65% of Boost Run Inc. following the receipt of earnout shares.

Summary

• Sean Goodrich, through Goodrich ILMJS LLC, holds 4,034,135 shares of Class A Common Stock in Boost Run Inc.
• The holding represents 12.65% of the company's total outstanding shares as of June 1, 2026.
• The position includes 2,065,385 shares of Class A Common Stock and 1,968,750 shares issued via an earnout agreement.
• The reporting person also holds 1,101,986 Private Warrants, subject to a 4.9% or 9.8% beneficial ownership limitation.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral disclosure of ownership changes following the completion of pre-agreed contractual milestones.

Positives

• Successful achievement of performance thresholds resulting in the issuance of 1,968,750 earnout shares.
• Significant insider alignment with 12.65% ownership stake.
• Clear contractual framework established via Transfer, Registration Rights, and Earnout agreements.

Negatives

• Potential future dilution if the 1,101,986 Private Warrants are exercised, subject to ownership caps.
• Concentration of voting and dispositive power in a single managing member.

Risks

• Market volatility affecting the value of the Class A Common Stock.
• Regulatory and legal risks associated with holding and trading securities as an affiliate.
• Potential for future sales or dispositions of securities by the reporting person.

Future Outlook

The reporting person reserves the right to acquire additional securities or dispose of existing holdings in open market or private transactions, depending on market conditions and other factors.

Management Comments

• Sean Goodrich serves as a non-employee member of the Board of Directors and may influence corporate activities.
• The reporting person disclaims beneficial ownership of the securities held by the SPV other than to the extent of any pecuniary interest therein.

Industry Context

StockSavvy.ai notes that this filing reflects standard post-SPAC business combination activity, where sponsors and early investors consolidate holdings and trigger earnout provisions based on performance milestones.

Comparison to Industry Standards

• The use of earnout structures based on VWAP thresholds is a common mechanism in SPAC-related business combinations to align sponsor incentives with long-term stock performance.
• The 12.65% ownership stake is consistent with significant institutional or sponsor-level holdings in post-merger entities.

Corporate Governance

Legal Proceedings

• None reported.

Related Party Transactions

• Transfer Agreement between Willow Lane Sponsor, LLC and Goodrich ILMJS LLC.
• Earnout Agreement between Willow Lane Sponsor, LLC, Goodrich ILMJS LLC, and Boost Run Inc.

Stakeholder Impact

• Shareholders should note the significant concentration of voting power held by the reporting person.
• Potential dilution impact if warrants are exercised.

Next Steps

• Potential future trading of Class A Common Stock by the reporting person.
• Potential exercise of Private Warrants subject to ownership limitations.

Key Dates

Recommendation

The filing represents a routine disclosure of ownership and the fulfillment of pre-existing contractual earnout conditions, which is generally expected by the market and does not signal a fundamental change in company operations.

Keywords

Boost Run Inc, Schedule 13D, Sean Goodrich, Beneficial Ownership, Earnout Shares, Private Warrants, Corporate Governance