Boost Run Inc. Initiates Warrant Redemption, Triggering $58.8 Million in Already-Exercised Warrants

Warrant Redemption Terms and Redemption Deadline

On July 27, 2026, Boost Run Inc. disclosed that a notice of redemption was delivered to registered warrant holders on July 21, 2026. The company will redeem any outstanding and unexercised warrants on August 20, 2026, at 5:00 p.m. New York City time for a redemption price of $0.01 per warrant. This redemption applies to warrants issued under the Warrant Agreement dated November 7, 2024, between Willow Lane Acquisition Corp. and Continental Stock Transfer & Trust Company, which became applicable to Boost Run Inc. in connection with its business combination.

The warrants are exercisable for shares of the company's Class A common stock at an exercise price of $11.50 per share, subject to any adjustments under the terms of the Warrant Agreement. Warrant holders have the ability to exercise their warrants for cash at any time after the notice of redemption was delivered and prior to the August 20, 2026 deadline. The company emphasized that warrant exercise is voluntary and requires affirmative action by the holder or their broker, bank, or other nominee. Warrants not properly exercised by the deadline will be redeemed for $0.01 per warrant, and holders will have no further rights with respect to those warrants except to receive the redemption price upon surrender.

Substantial Warrant Exercise Activity Prior to Redemption Notice

As of July 24, 2026, Boost Run Inc. disclosed that it had received gross cash proceeds of $58.8 million related to the exercise of public warrants. This figure represents approximately 45% of the total public warrants outstanding. The disclosure indicates significant investor interest in exercising warrants ahead of the redemption deadline, suggesting that a substantial portion of warrant holders have chosen to convert their warrants into shares rather than accept the $0.01 redemption price.

The early exercise activity demonstrates market confidence in the company's Class A common stock at the $11.50 warrant exercise price. The company did not disclose in the filing the total number of warrants outstanding or the specific market conditions that may have motivated the high early exercise rate, but the 45% exercise rate as of mid-July suggests active participation by warrant holders in the months leading up to the formal redemption notice.

Projected Additional Proceeds If Remaining Warrants Are Exercised

The disclosure states that should all remaining outstanding warrants be exercised under the terms of the warrant agreement, the company would expect to receive an additional $73.1 million in gross cash proceeds. This projection would bring the total gross proceeds from warrant exercises to $131.9 million. The company did not disclose in the filing the probability or likelihood of such additional exercises, nor did it provide guidance on how the proceeds would be deployed or what capital priorities the company may have.

The $131.9 million total projection is contingent on warrant holders taking affirmative action to exercise their remaining warrants before the August 20, 2026 deadline. Given that approximately 45% of public warrants had already been exercised by July 24, warrant holders have approximately three weeks from the redemption notice date to decide whether to exercise remaining warrants or receive the $0.01 redemption price. The company did not disclose what portion of the remaining 55% of warrants may ultimately be exercised before the deadline.

Exercise Procedures and Warrant Agent Administration

Boost Run Inc. directed warrant holders to follow procedures set forth in the notice of redemption to exercise their warrants. The company emphasized that warrant holders whose warrants are held through a broker, bank, or other nominee should immediately contact that intermediary for instructions on how to exercise. A copy of the notice of redemption was mailed to all registered warrant holders and contains detailed information regarding redemption and exercise procedures, as well as instructions for delivery of exercise materials to Continental Stock Transfer & Trust Company, the designated warrant agent.

Continental Stock Transfer & Trust Company is responsible for administering the warrant redemption process and managing the mechanics of warrant exercise and redemption. The company did not disclose in the filing any administrative fees or costs associated with the exercise or redemption process, nor did it provide specific contact information or website resources for warrant holders seeking additional details about exercise procedures beyond noting that information is contained in the notice of redemption.

Capital Implications and Warrant Elimination

The warrant redemption process eliminates the company's outstanding warrant obligations by a set deadline, providing clarity on capitalization and reducing the number of potential dilutive securities outstanding. Investors may view the conversion of approximately 45% of warrants into equity proceeds as evidence of market confidence, while the redemption of unexercised warrants at $0.01 per warrant—substantially below the $11.50 exercise price—simplifies the company's capital structure once all warrants are either exercised or redeemed.

The timing of the warrant redemption in July 2026 may reflect the company's assessment that market conditions are favorable for warrant exercise or that the company's operational or strategic needs require capital infusion. However, the filing does not disclose the company's rationale for initiating the redemption at this time, the use of proceeds, or any changes to the company's business strategy or financial position that may have prompted the redemption decision. Investors should review the company's most recent earnings reports or investor presentations for context on capital allocation priorities.

Impact on Outstanding Share Count and Warrant-Related Dilution

As warrant holders exercise their rights to purchase Class A common stock at $11.50 per share, the company's outstanding share count will increase. Each exercised warrant results in the issuance of one additional share of Class A common stock. The filing does not disclose the current total share count or the weighted-average dilutive impact of the warrants on current shareholders, but investors may estimate the share count impact based on the number of warrants exercised to date and expected future exercises.

Once all warrants are either exercised or redeemed by August 20, 2026, the company will no longer have warrant-related dilution concerns, and the capital structure will be fixed. This elimination of warrant overhang may be viewed positively by existing shareholders, as it removes uncertainty about future dilution from warrant exercises. The company did not disclose in the filing any expected changes to earnings per share or other per-share metrics following the warrant redemption completion.

Regulatory and Shareholder Communication Framework

The company's disclosure of the warrant redemption through a press release on July 27, 2026, and the filing of a Current Report forms part of the company's regular disclosure obligations under securities laws. The filing explicitly states that the Current Report and any attached press release do not constitute an offer to sell or solicitation to buy any company securities, nor would such materials constitute an offer in any jurisdiction where such offering would be unlawful.

The information contained in Item 8.01 of the Current Report is furnished and not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, meaning it is not subject to the liabilities of that section and is not automatically incorporated by reference into future securities filings. This treatment is standard for disclosure of routine corporate actions that do not materially affect the company's financial condition or results of operations. Warrant holders and investors should refer to the notice of redemption itself for the complete terms, conditions, and procedures governing warrant exercise and redemption.

Warrant Agreement Terms and Historical Context

The warrants being redeemed were issued under the Warrant Agreement dated November 7, 2024, between Willow Lane Acquisition Corp. and Continental Stock Transfer & Trust Company. This agreement became applicable to Boost Run Inc. in connection with a business combination involving Willow Lane Acquisition Corp. The filing does not disclose additional details about the business combination or the circumstances under which the warrants were originally issued, but investors can reference the company's prior regulatory filings for information on the merger or acquisition transaction.

The warrant terms specify an exercise price of $11.50 per share of Class A common stock, subject to adjustment in accordance with the Warrant Agreement. The filing does not indicate whether any adjustments to the exercise price have been made since the warrants were originally issued in November 2024. Warrant holders should review the full Warrant Agreement and any amendments filed with the SEC for complete terms, including anti-dilution provisions, call rights, and other conditions that may affect the exercise or redemption of warrants.

Next Steps for Warrant Holders and Company Shareholders

Warrant holders have approximately three weeks from the July 27, 2026 announcement to decide whether to exercise their remaining warrants or allow them to be redeemed for $0.01 per warrant on August 20, 2026. Those who wish to exercise should follow the procedures outlined in the notice of redemption and contact their broker, bank, or other intermediary if the warrants are held in street name. The company did not disclose in the filing the expected volume of warrant exercises between the announcement date and the August 20 deadline, nor did it provide any commentary on market conditions or stock price movements that may influence warrant holder decisions.

Upon completion of the redemption process on August 20, 2026, the company's warrant-related obligations will be satisfied, and all remaining unexercised warrants will be redeemed for $0.01 per warrant. The company did not disclose in the filing any plans for disclosure or investor communications following the redemption date, nor did it indicate whether additional financing, strategic transactions, or operational announcements may follow. Investors should monitor the company's investor relations communications and regulatory filings for any material developments related to capital allocation, business strategy, or financial results.