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- Dual-Class Voting Control (new) — Andrew Karos holds 88.60% of voting power through Class B shares with 10-to-1 voting rights, giving him control over all stockholder votes.
- Material Weakness In Internal Controls (new) — Boost Run has identified material weaknesses in its internal control over financial reporting.
- Customer Concentration (new) — Three customers accounted for 75.9% of 2025 revenue; loss of any would materially harm the business.
Boost Run (BRUN) registers 58.7M shares for resale by insiders; company receives no proceeds
Filed July 2, 2026 · ~2 min read
Key Changes
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This is a resale registration, not a primary offering. Existing stockholders (insiders, SPAC sponsor, earnout recipients) may sell up to 58.7 million shares; Boost Run receives zero proceeds from these sales.
The Offering verify on EDGAR → -
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Andrew Karos holds 88.60% voting control via dual-class shares (Class B carries 10 votes per share vs. 1 for Class A), giving him control over director elections and major corporate actions despite owning 48.96% of economic equity.
Business view on EDGAR → -
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Three customers generated 75.9% of 2025 revenue (44.5%, 15.8%, and 15.6% respectively); loss of any top customer would materially harm the business.
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Boost Run owns no data centers and depends entirely on third-party colocation providers (TierPoint and others) for facilities, power, and cooling. If a provider experiences financial distress or terminates the relationship, the company could lose access to equipment and face immediate service disruptions.
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The company has no long-term contracts with GPU suppliers (including NVIDIA). Suppliers can refuse orders, raise prices on short notice, or prioritize other customers, exposing Boost Run to supply interruptions and cost volatility.
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Boost Run's layered cost structure (colocation fees plus GPU acquisition and maintenance) creates margin pressure versus vertically integrated competitors who own their infrastructure and can underprice while maintaining profitability.
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The auditor raised substantial doubt about the company's ability to continue as a going concern for both the predecessor entity (Boost Run Holdings, LLC) and the successor entity (Boost Run Inc. post-SPAC merger).
Experts view on EDGAR → -
high
Boost Run has identified material weaknesses in its internal control over financial reporting.
Prospectus Summary verify on EDGAR → -
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The company could receive up to $132 million if all warrants are exercised at $11.50 per share, but management does not include these proceeds in liquidity planning and does not expect to rely on them to fund operations.
Use of Proceeds verify on EDGAR →
Summary
Boost Run, a GPU cloud infrastructure provider already trading on Nasdaq at $38.81 per share (ticker: BRUN), has filed to register 58.7 million shares for resale by insiders and SPAC-related stockholders. This is not a capital raise — the company receives no proceeds from these sales, which will go entirely to selling stockholders including founder Andrew Karos, the SPAC sponsor, and earnout recipients.
The registration creates substantial potential selling pressure: the 58.7 million shares include 29.5 million Class B shares convertible to Class A, 11.0 million earnout shares, 9.6 million business-combination shares, 4.6 million founder shares, and 4.0 million warrant shares. Boost Run's business model carries significant structural risks.
The company owns no data centers and depends entirely on third-party colocation providers (TierPoint and others) for facilities, power, and cooling — if a provider experiences financial distress or terminates the relationship, Boost Run could lose access to its deployed equipment and face immediate service disruptions. The company has no long-term contracts with GPU suppliers, exposing it to supply interruptions and cost volatility. Its layered cost structure (colocation fees plus equipment costs) creates margin pressure versus vertically integrated competitors. Three customers generated 75.9% of 2025 revenue, creating concentration risk. The auditor raised substantial doubt about the company's ability to continue as a going concern for both the predecessor and successor entities, and the company has disclosed material weaknesses in internal controls. Andrew Karos holds 88.60% of voting power through dual-class shares (Class B carries 10 votes per share versus 1 for Class A), giving him control over director elections and major corporate actions despite owning 48.96% of economic equity. The company could receive up to $132 million if all warrants are exercised at $11.50 per share, but management does not include these proceeds in liquidity planning. Investors should view this filing as a liquidity event for insiders, not a capital-raising transaction, and should carefully evaluate the going-concern qualification, material weaknesses, customer concentration, and infrastructure dependencies before investing.
Section-by-Section Diff
The Offering · The Offering
Registration of 58,738,753 shares of Class A Common Stock for resale by selling stockholders; no proceeds to the company.
Added in current filing · verify on EDGAR →
We are registering the resale by the Selling Holders, or their permitted transferees, of up to 58,738,753 shares of Class A Common Stock, consisting of (i) up to 9,601,095 shares held by certain Selling Holders who received such shares in connection with the Business Combination, (ii) up to 4,628,674 shares issued to the Sponsor and its distributees in exchange for the Founder Shares purchased prior to the Willow Lane IPO, (iii) up to 4,007,216 shares underlying the Private Warrants, (iv) up to 29,533,018 shares issuable upon the conversion of Class B Common Stock held by certain Selling Holders, and (v) up to 10,968,750 shares issued as earnout consideration pursuant to the Earnout Agreement.
This is a resale registration statement (S-1) for existing stockholders to sell shares, not a primary offering. The company will receive no proceeds from these sales. The 58.7 million shares include founder shares, SPAC sponsor shares, private warrants, Class B conversions, and earnout shares from a prior business combination.
Added in current filing · verify on EDGAR →
On June 30, 2026, the last reported sales price of the Class A Common Stock was $38.81 per share.
The Class A Common Stock is already publicly traded on Nasdaq under ticker BRUN, with a recent price of $38.81 per share. This is a post-SPAC company registering additional shares for resale, not an initial public offering.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
We are registering the resale by the Selling Holders, or their permitted transferees, of up to 4,007,216 Private Warrants.
In addition to shares, the registration covers 4,007,216 private warrants held by selling stockholders. These warrants were issued in connection with the SPAC transaction and are now being registered for resale.
Prospectus Summary · Prospectus Summary
Boost Run provides GPU cloud infrastructure for AI workloads through partnerships with TierPoint, Lenovo, and Lumen, serving enterprise and government customers.
Added in current filing · verify on EDGAR →
We operate a distributed network of data centers through strategic partnerships with TierPoint and other parties, where Boost Run maintains four active facilities as of the third quarter of 2025; Lenovo as OEM partner; and Lumen for connectivity infrastructure.
Boost Run operates four data center facilities as of Q3 2025 through partnerships with TierPoint (facilities), Lenovo (hardware OEM), and Lumen (connectivity). The company does not own its own data centers but relies on these strategic partnerships for its infrastructure footprint.
Added in current filing · verify on EDGAR →
Our partnership with Carahsoft expands our reach into government contracts, enabling us to serve regulated public sector environments with stringent security and compliance requirements.
The company targets government and regulated-industry customers through a partnership with Carahsoft, positioning itself as a compliance-focused GPU cloud provider. This focus on regulated sectors (government, large corporations) differentiates it from general-purpose cloud providers but may limit addressable market and require ongoing certification investments.
Added in current filing · verify on EDGAR →
business model combines on-demand consumption with variable-term contracts, providing both revenue predictability and customer flexibility.
Boost Run uses a hybrid revenue model mixing on-demand usage (less predictable) with variable-term contracts (more predictable). The balance between these two components will affect revenue visibility and customer concentration risk, but the prospectus does not quantify the mix.
Use of Proceeds · Use of Proceeds
Company receives no proceeds from selling stockholder sales; may receive up to $132M if all warrants exercise at $11.50, but does not rely on this.
Added in current filing · verify on EDGAR →
All of the Offered Securities offered by the Selling Holders pursuant to this prospectus will be sold by the Selling Holders for their respective accounts. We will not receive any of the proceeds from these sales.
This is a secondary offering where existing stockholders (the Selling Holders) are selling their shares. The company receives zero proceeds from these sales — all proceeds go to the selling stockholders, not to Boost Run.
Added in current filing · verify on EDGAR →
Assuming the exercise of all of the Warrants being offered pursuant to this prospectus for cash at the $11.50 exercise price per share, we would receive an aggregate of approximately $132 million before expenses.
The company could receive approximately $132 million if all warrants are exercised for cash at the $11.50 exercise price. However, the filing emphasizes this is uncertain and depends on the stock trading above $11.50, and that the company does not rely on these proceeds for operations or liquidity planning.
Added in current filing · verify on EDGAR →
As of the date of this prospectus, we have neither included nor intend to include any potential cash proceeds from the exercise of our Warrants in our short-term or long-term liquidity sources or capital resource planning. We do not expect to rely on the cash exercise of Warrants to fund our operations.
The company explicitly states it does not include warrant exercise proceeds in its liquidity planning and does not expect to rely on them to fund operations. Instead, it intends to seek additional funds primarily through debt or equity issuances.
Risk Factors · Risk Factors
Boost Run faces supply-chain, power, and colocation risks; relies entirely on third-party data centers for GPU infrastructure; no long-term supplier contracts.
Added in current filing · verify on EDGAR →
Boost Run currently has no long-term contracts or arrangements with its suppliers that guarantee capacity or the continuation of any particular payment terms. Accordingly, Boost Run’s suppliers are not obligated to continue to fulfill its supply requirements, and the prices it is charged for its products and, if applicable, services could be increased on short notice.
The company has no binding agreements with its GPU and component suppliers (e.g. NVIDIA). Suppliers can refuse orders, raise prices on short notice, or prioritize other customers. This exposes Boost Run to supply interruptions and cost volatility that could prevent it from meeting customer commitments or maintaining margins.
Added in current filing · verify on EDGAR →
Boost Run does not ... own or operate data centers. Instead, Boost Run relies exclusively on third-party colocation providers to house, power, cool, and provide connectivity to Boost Run’s GPU servers and infrastructure.
Boost Run owns no data centers and depends entirely on third-party colocation providers. If a provider experiences financial distress, terminates the relationship, or enters bankruptcy, Boost Run could lose access to facilities housing its equipment, causing immediate service disruptions, breach of customer SLAs, and stranded capital. The number of facilities with sufficient power and cooling for high-density GPU deployments is limited, and Boost Run may rely on a concentrated number of partners.
Added in current filing · verify on EDGAR →
Boost Run’s business ... model involves purchasing and owning high-value GPU servers, networking equipment, and other infrastructure that Boost Run deploys in data centers operated by third parties. These assets represent a substantial portion of Boost Run’s total capital investment and are critical to Boost Run’s ability to generate revenue. However, because these assets are located in facilities controlled by others, Boost Run faces unique risks related to the security, protection, and recoverability of this equipment.
Boost Run deploys substantial capital in GPU equipment housed in facilities it does not control. The equipment is vulnerable to theft, damage, or loss. If a colocation partner enters bankruptcy, Boost Run may face costly litigation to recover its property and may be unable to use the equipment to serve customers during that period, resulting in lost revenue and potential breach of customer contracts. In some cases Boost Run may be unable to recover equipment at all, resulting in a complete loss of the capital invested.
Added in current filing · verify on EDGAR →
Unlike vertically integrated competitors that own and operate their own data centers, Boost Run must pay ongoing fees to third-party colocation providers for rack space, power, cooling, connectivity, and related services in addition to bearing the full cost of purchasing, deploying, and maintaining GPU equipment. This dual cost structure creates significant pressure on Boost Run’s gross margins and may place Boost Run at a competitive disadvantage.
Boost Run pays colocation fees on top of GPU acquisition and maintenance costs, creating a layered cost structure that limits pricing flexibility and profitability. Vertically integrated competitors (hyperscalers like AWS, Azure, Google Cloud) and other GPU cloud providers with owned infrastructure have cost advantages that allow them to underprice Boost Run while maintaining profitability. If colocation costs increase faster than Boost Run can raise customer prices, gross margins will compress, potentially leading to unprofitable operations.
Added in current filing · verify on EDGAR → · paraphrased
Boost Run depends on being able to secure power, which powers its data center facilities, in a cost-effective manner. Boost Run's inability to secure sufficient power or any power outages, shortages, supply chain issues, capacity constraints, or significant increases in the cost of securing power could have an adverse effect on its business, operating results, financial condition, and prospects.
Boost Run relies on third parties to provide enough power to maintain its leased data center facilities. The company has in the past experienced insufficient power to service a customer's project. The global energy market is experiencing inflation and volatility pressures; the company expects the cost for power to continue to be volatile and unpredictable and subject to inflationary pressures. Limitations on power supply would limit Boost Run's ability to operate its platform and grow its business.
Added in current filing · verify on EDGAR →
Unlike vertically integrated data center operators that can plan and build capacity to meet their growth projections, Boost Run’s expansion is constrained by the availability of suitable colocation capacity from third-party partners. Boost Run cannot independently develop new capacity and must instead rely on partners’ existing available capacity or partners’ willingness to expand their facilities to accommodate Boost Run’s needs.
Boost Run cannot build its own data centers and must rely entirely on third-party colocation partners for capacity. This creates a structural limitation: the company cannot independently scale to meet customer demand and must wait 12-24 months or longer for partner expansions. Partners may prioritize other customers over Boost Run, and the company has no control over capacity allocation decisions.
Added in current filing · verify on EDGAR →
While colocation fees and equipment depreciation represent largely fixed costs, revenue is variable based on customer demand. During periods of low utilization, Boost Run must continue paying full colocation fees while generating reduced revenue, substantially compressing margins or resulting in losses. Unlike data center owners who may have more flexibility to reduce certain operating costs during low utilization periods, Boost Run has limited ability to reduce colocation expenses without terminating agreements and removing equipment from facilities.
Boost Run's business model carries high fixed costs (colocation fees, equipment depreciation) against variable revenue. During low utilization periods, the company must continue paying full colocation fees while revenue drops, compressing margins or causing losses. The company has limited ability to reduce these costs without terminating agreements and removing equipment.
Added in current filing · verify on EDGAR →
Boost Run requires ... substantial capital ... expenditures to support its growth and respond to business challenges. Boost Run has made significant financial investments in its business, and it intends to continue to make such investments in the future, including expenditures to procure components for, maintain, upgrade, and enhance its platform, including costs related to obtaining third-party chips and leasing and maintaining, enhancing, and expanding its data centers.
The company requires substantial ongoing capital expenditures for GPU procurement, data center leasing, and platform maintenance. Additional financing may not be available on favorable terms, and equity financing would dilute existing shareholders. The filing notes the company has pioneered innovative financing structures and expects its cost of capital to decline, but this depends on factors beyond its control including macroeconomic conditions.
MD&A · Management's Discussion and Analysis
Forward-looking statements covering growth, competition, macroeconomic factors, cloud solutions, data center expansion, and capital expenditure plans.
Added in current filing · verify on EDGAR → · paraphrased
Run has identified material weaknesses in its internal control over financial reporting.
The company has identified material weaknesses in its internal control over financial reporting. This disclosure appears in block and indicates control deficiencies that could affect the reliability of financial reporting.
Added in current filing · verify on EDGAR →
expectations that Boost Run Holdings’ operating expense will increase year over year during 2026
Management expects operating expenses to increase year-over-year in 2026. This forward-looking statement indicates planned spending growth, though no specific dollar amounts or percentages are provided in this section.
Added in current filing · verify on EDGAR →
expectations regarding spending related to real estate assets, acquisitions and development, including data centers and points of presence, office building and warehouse investments, as well as other capital expenditures and related to the impact on cash flow and expenses; estimates of a range of 2026 spending on capital expenditures
The company plans capital spending on data centers, points of presence, office buildings, and warehouses, with a range estimated for 2026. The specific dollar range is not disclosed in this section text.
Added in current filing · verify on EDGAR →
Run Holdings’ intentions regarding the sufficiency of Boost Run Holdings’ existing cash, cash equivalents and investments to meet Boost Run Holdings’ cash needs, including Boost Run Holdings’ debt servicing requirements, for at least the next 12 months
Management believes existing cash, cash equivalents, and investments are sufficient to meet cash needs, including debt service, for at least the next 12 months. This is a standard liquidity statement indicating no near-term going-concern issues.
Business · Business
Boost Run completed a business combination with Willow Lane SPAC; Andrew Karos holds 88.60% total voting power via Class B shares; selling holders may resell up to 62.7M shares.
Added in current filing · verify on EDGAR →
Andrew Karos(5) | 37,408,018 | 48.96 | 88.60
Andrew Karos holds 88.60% of total voting power despite owning 48.96% of Class A Common Stock, indicating a dual-class structure where Class B shares carry 10 votes per share versus 1 vote for Class A. This concentration gives Karos control over stockholder votes including director elections and major corporate actions.
Added in current filing · verify on EDGAR →
Boost Run has opted out of Section 203. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder
The company opted out of Delaware's Section 203 anti-takeover statute, which normally requires board approval or supermajority stockholder vote for business combinations with 15%+ holders. This opt-out removes a standard protection against hostile takeovers, potentially making the company more vulnerable to acquisition attempts that management opposes.
Added in current filing · verify on EDGAR →
up to 10,968,750 shares of Class A Common Stock issued as earnout consideration, consisting of up to 7,875,000 Karos Earnout Shares issuable to Andrew Karos and up to 3,093,750 shares issuable to the Sponsor and the SPV pursuant to the Earnout Agreement
The company issued 10,968,750 earnout shares post-combination, with 7,875,000 going to Andrew Karos and 3,093,750 to the SPAC sponsor. These shares represent additional dilution to public stockholders and further concentrate Karos's ownership stake.
Added in current filing · verify on EDGAR →
This prospectus relates to the offer and sale, from time to time, by the stockholders identified in the table below, who we refer to in this prospectus as the “Selling Holders” and their respective transferees, pledgees, donees, assignees or other successors (each also a Selling Holder for purposes of this prospectus), of (i) up to 9,601,095 shares of our Class A Common Stock held by certain Selling Holders who received such shares in connection with the Business Combination, (ii) up to 4,628,674 shares of Class A Common Stock issued to the Sponsor and its distributees in exchange for the Founder Shares purchased prior to the Willow Lane IPO, (iii) up to 4,007,216 shares of Class A Common Stock underlying the Private Warrants, (iv) up to 29,533,018 shares of Class A Common Stock issuable upon the conversion of 29,533,018 shares of our Class B Common Stock held by certain Selling Holders, (v) up to 10,968,750 shares of Class A Common Stock issued as earnout consideration
This prospectus registers 62.7 million shares for resale by insiders and SPAC investors, including 29.5 million Class B shares convertible to Class A, 11.0 million earnout shares, 9.6 million business-combination shares, 4.6 million founder shares, and 4.0 million warrant shares. These registered shares can be sold into the public market at any time, creating substantial potential selling pressure.
Experts · Experts
Elliott Davis audited Boost Run's financials with going-concern qualifications for both the predecessor and successor entities.
Added in current filing · verify on EDGAR →
their report thereon which report expresses an unqualified opinion and includes an explanatory paragraph relating to going concern, appearing elsewhere in this proxy statement/prospectus
Elliott Davis issued audit opinions with going-concern explanatory paragraphs for both Boost Run Holdings, LLC (predecessor, years ended December 31, 2025 and 2024) and Boost Run Inc. (successor, period from September 5, 2025 inception to December 31, 2025). This indicates the auditor has substantial doubt about the company's ability to continue operations, a significant red flag for investors.
Added in current filing · verify on EDGAR →
financial statements of Willow Lane Acquisition Corp. included in this prospectus and elsewhere in the registration statement have been audited by WithumSmith+Brown, PC
The filing includes audited financials for three separate entities: Willow Lane Acquisition Corp. (audited by WithumSmith+Brown), Boost Run Holdings, LLC as predecessor (audited by Elliott Davis), and Boost Run Inc. as successor from September 5, 2025 inception (audited by Elliott Davis). This structure reflects a SPAC merger or reorganization transaction.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 7, 2026 · How we verify