BRUN — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-18

• We are a Delaware corporation and the successor reporting entity to Boost Run Holdings, LLC (“Boost Run Holdings”). We provide high-performance computing infrastructure through bare metal Graphics Processing Unit (“GPU”) servers hosted in top-tier certified data centers. Through our Infrastructure a…

• On May 8, 2026 (the “Closing Date”), we completed the Business Combination (defined below) with Willow Lane Acquisition Corp. (“WLAC”), a special purpose acquisition company (“SPAC”), and became a publicly traded company. As discussed further below and in Note 2 – Business Combination within the acc…

• On September 15, 2025, WLAC entered into a business combination agreement, as amended on January 13, 2026, with (i) Boost Run, (ii) Benchmark Merger Sub I Inc. (“SPAC Merger Sub”), (iii) Benchmark Merger Sub II LLC (“Company Merger Sub”), (iv) Boost Run Holdings, (v) George Peng and (vi) Andrew Karo…

• In connection with the Business Combination, (i) WLAC domesticated from the Cayman Islands to Delaware, (ii) SPAC Merger Sub merged with and into WLAC, with WLAC surviving as our wholly owned subsidiary. Company Merger Sub merged with and into Boost Run Holdings, with Boost Run Holdings surviving as…

• As a result of the Business Combination, WLAC’s outstanding Class A ordinary shares converted into shares of our Class A common stock, and WLAC’s outstanding redeemable warrants and private placement warrants converted into our public warrants (“Public Warrants”) and private warrants (“Private Warra…

Text removed vs the prior filing · source: 10-Q · 2026-06-01

• We are a Delaware limited liability company formed on March 21, 2024, to serve as the parent entity of Boost Run LLC, an Illinois limited liability company originally organized on August 16, 2023. On March 22, 2024, Boost Run LLC and we entered into a contribution agreement under which we acquired 1…

• We own, lease, and operate bare metal GPUs servers housed within top-tier certified data centers. Our compute offerings are generally more affordable than those of major cloud providers, depending on contract duration and model type. Through the Infrastructure as Code (“IaC”) automation, we enable c…

• In August 2025, we entered into an Amended and Restated Limited Liability Company Agreement, replacing the original agreement dated March 22, 2024. The amended agreement formalizes a multi-class equity structure, including Class A, Class B, and Class C units, each with distinct economic and governan…

• On September 15, 2025, we entered into a Business Combination Agreement with Willow Lane Acquisition Corp. (“Willow Lane”), Boost Run Inc., (“Pubco”), Benchmark Merger Sub I Inc., a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), Benchmark Merger Sub II LLC, a wholly-owned subsidiary of Pubco …

• At Closing, our equity holders will receive total consideration consisting of (i) an $8.5 million installment note, (ii) $441.5 million in Pubco Class A and Class B common stock (based on a $10.00 per share valuation), and (iii) up to 7,875,000 Karos Earnout Shares contingent upon Pubco’s stock perf…

Text added vs the prior filing · source: 10-Q · 2026-08-18

• A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

• As previously disclosed, we identified material weaknesses in our internal control over financial reporting. The material weaknesses pertained to (i) the lack of effectively designed, implemented, and maintained IT general controls over applications that support our financial reporting processes, (i…

• We have begun implementing remediation measures to address these material weaknesses, including: (i) consulting with experts on technical accounting matters, internal controls, and the preparation of financial statements; (ii) performing a risk assessment over the organization and IT systems used in…

• While we have made improvements to our control environment and business processes to support and scale with our growing operations, the identified material weaknesses have not yet been remediated. We expect that our remediation efforts will continue through 2026 and will include: (i) designing, deve…

• We may not be able to fully remediate these material weaknesses until these steps have been completed and the applicable internal controls have been operating effectively for a sufficient period of time. Notwithstanding these material weaknesses, management has concluded that the unaudited condensed…

Text removed vs the prior filing · source: 10-Q · 2026-06-01

• We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and proc…

• There was no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.