Boost Run Inc-A美股招股说明书(2026-07-10版)

58,738,753 Shares of Class A Common Stock(Inclusive of 29,533,018 shares of Class A Common Stock Issuable Upon Conversion of Class BCommon Stock, 4,007,216 shares of Class A Common Stock Underlying Private Warrants,14,229,769 Shares of Class A Common Stock held by CertainSelling Holders and 10,968,750 Earnout Shares)4,007,216 Warrants to Purchase Shares of Class A Common Stock This prospectus relates to the offer and sale, from time to time, by the selling holders identified in this prospectus (collectively, the“Selling Holders”), or their permitted transferees, of (i) up to 9,601,095 shares of our Class A common stock, par value $0.0001 (“Class ACommon Stock”), held by certain Selling Holders who received such shares in connection with the Business Combination, (ii) up to4,628,674 shares of Class A Common Stock issued to the Sponsor and its distributees in exchange for the Founder Shares purchased priorto the Willow Lane IPO, (iii) up to 4,007,216 shares of Class A Common Stock underlying warrants to purchase shares of Class ACommon Stock held by certain Selling Holders (the “Private Warrants”), (iv) up to 29,533,018 shares of Class A Common Stock issuableupon the conversion of 29,533,018 shares of our Class B common stock, par value $0.0001 per share (“Class B Common Stock” and,together with the Class A Common Stock, the “Common Stock”), held by certain Selling Holders, (v) up to 10,968,750 shares of Class ACommon Stock issued as earnout consideration (the “Earnout Shares”), consisting of up to 7,875,000 shares of Class A Common Stockissuable to Andrew Karos and up to 3,093,750 shares of Class A Common Stock issuable to the Sponsor and the SPV pursuant to theEarnout Agreement (as defined below), and (vi) 4,007,216 Private Warrants held by certain Selling Holders. The shares of Class ACommon Stock and Private Warrants that may be sold by the Selling Holders are collectively referred to in this prospectus as the “OfferedSecurities.” We will not receive any of the proceeds from the sale by the Selling Holders of the Offered Securities. We will receive all of the proceeds from the exercise of the Private Warrants for cash, if any, to the extent they are exercised for cash.We believe the likelihood that the Selling Holders will exercise their Private Warrants, and therefore the amount of cash proceeds that wewould receive, is dependent upon the trading price of our Class A Common Stock. If the trading price for our Class A Common Stock isless than $11.50 per share, we believe holders of our Private Warrants are unlikely to exercise their Private Warrants. Conversely, theseholders are more likely to exercise their Private Warrants the higher the price of our Class A Common Stock is above $11.50 per share. ThePrivate Warrants are exercisable on a cashless basis under certain circumstances specified in the Warrant Agreement (as defined herein). Tothe extent that any Private Warrants are exercised on a cashless basis, the aggregate amount of cash we would receive from the exercise ofthe Private Warrants will decrease. We will bear all costs, expenses and fees in connection with the registration of Offered Securities. The Selling Holders will bear allcommissions and discounts, if any, attributable to their respective sales of Offered Securities. We are registering the Offered Securities forsale by certain of the Selling Holders pursuant to registration rights agreements with certain of the Selling Holders. See the section of thisprospectus titled “Selling Holders” for more information. The Selling Holders may offer and sell the Offered Securities owned by them covered by this prospectus from time to time. TheSelling Holders may offer and sell the Offered Securities owned by them covered by this prospectus in a number of different ways and atvarying prices. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicablepurchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from theinformation set forth, in any applicable prospectus supplement. See the sections of this prospectus titled “About this Prospectus” and “Planof Distribution” for more information. No securities may be sold without delivery of this prospectus and any applicable prospectussupplement describing the method and terms of the offering of such securities. You should carefully read this prospectus and anyapplicable prospectus supplement before you invest in our securities. Table of Contents The Offered Securities being offered by the Selling Holders were purchased by the Selling Holders at, or are exercisable at, variousprices, certain of which are below the current trading price of our Class A Common Stock. The sale or the possibility of the sale of theOffered Securities being offered pursuant to this prospectus may negatively impact the market price of the Class A Common Stock. The Class A Common Stock being offered for r