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SUBSEQUENT EVENTS | 3 Months Ended
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Mar. 31, 2026
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the accompanying condensed balance sheet date through the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, other than as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements. On April 8, 2026, the Boost Run Registration Statement was declared effective. On April 24, 2026, the Sponsor and the SPV entered into an Amended and Restated Transfer Agreement (the “Amended and Restated Transfer Agreement”) to amend and restate the Transfer Agreement, which the Sponsor and the SPV entered into simultaneously with the execution of the Boost Run BCA (the “Original Transfer Agreement”), to provide that, among other things, such purchase shall be completed on or before the six (6) month anniversary of the Closing. Specifically, the purchase shall be effected on or before the earlier of: (i) the six (6) month anniversary of the Closing; and (ii) the fifteenth (15th) calendar day after the effective date of the post-Closing registration statement registering the resale of the Transfer Securities (as defined in the Original Transfer Agreement), provided that the applicable lock-up period for such Transfer Securities has also expired. Prior to the consummation of such purchase, the Transfer Securities will be placed in an escrow account administered by Continental. A copy of the Amended and Restated Transfer Agreement is attached as Exhibit 99.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, of which the accompanying unaudited condensed financial statements and these notes form a part and is incorporated herein by reference. On April 30, 2026, the Company’s shareholders approved, among other things, the Boost Run Business Combination at the extraordinary general meeting of the Company’s shareholders (the “Meeting”). In connection with the Meeting, no Company shareholders exercised their rights to redeem any Ordinary Shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $134.5 million remains in the Trust Account. On May 8, 2026 (the “Closing Date”), the parties consummated the transactions contemplated by the Boost Run BCA, as follows: The Conversion On the Closing Date, among other things, the Company caused the continuation and the domestication of the Company as a corporation incorporated under the laws of the State of Delaware (the “Conversion”), immediately followed by the deregistration of the Company as an exempted company in the Cayman Islands. The Conversion occurred in accordance with the Delaware General Corporation Law (the “DGCL”) and Part XII of the Companies Act (As Revised) of the Cayman Islands (the “Act”). Upon the Conversion, each issued and outstanding Company security remained outstanding and became a substantially identical security of the Company as a Delaware corporation. The Mergers Following the Conversion, and on the Closing Date, SPAC Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Pubco. Simultaneously with the SPAC Merger, Company Merger Sub merged with and into Boost Run, with, pursuant to the Certificate of Merger, the surviving entity continuing as Boost Run Services, LLC and a wholly-owned subsidiary of Pubco. As a result of the Boost Run Business Combination, the Company and Boost Run became wholly-owned subsidiaries of Pubco and Pubco became a publicly traded company. Pursuant to the terms of the Boost Run BCA, at the Effective Time, by virtue of the Mergers, without any action on the part of any party or any other person:
| ● | Each share of capital stock of SPAC Merger Sub issued and outstanding immediately prior to the completion of the SPAC Merger (the “SPAC Merger Effective Time”) was automatically cancelled and converted into one share of common stock of the Company, with the same rights, powers and privileges as the shares so converted.
| ● | Each Public Unit that was issued and outstanding immediately prior to the SPAC Merger Effective Time was automatically separated, and the holder was deemed to hold one Ordinary Share and one-half of one Public Warrant. Each Ordinary Share that was issued and outstanding immediately prior to the SPAC Merger Effective Time was automatically cancelled and converted into the right to receive one share of Pubco Class A Common Stock. Each Public Warrant was converted into one Pubco Public Warrant and each Private Warrant was converted into one Pubco Private Warrant.
| ● | Each membership interest of Company Merger Sub outstanding immediately prior to the completion of the Company Merger (the “Company Merger Effective Time”) was converted into an equal number of membership interests of Boost Run.
| ● | Each issued and outstanding membership interest of Boost Run (“Company Interest”) issued and outstanding immediately prior to the Company Merger Effective Time was automatically cancelled and ceased to exist in exchange for the right to receive (i) to the holder of the Class A Units, an installment note in the initial principal amount of $8,500,000 (the “Note”), and (ii) a number of newly issued shares of Pubco Common Stock (defined below) equal to $441,500,000 divided by $10.00 per share (the “Merger Consideration”), consisting of 14,616,982 shares of Pubco Class A Common Stock and 29,533,018 shares of Pubco Class B Common Stock, par value $0.0001 per share (“Pubco Class B Common Stock”, and together with the Pubco Class A Common Stock, the “Pubco Common Stock”), plus (iii) the contingent right to receive up to 7,875,000 Karos Earnout Shares (as defined below) as described below.
On the Closing Date, Pubco issued an aggregate of 44,150,000 shares of Pubco Common Stock to the Sellers in exchange for their equity interests in Boost Run, consisting of 14,616,982 shares of Pubco Class A Common Stock and 29,533,018 shares of Pubco Class B Common Stock, representing aggregate merger consideration with a value of $441,500,000 based on a per share value of $10.00. In addition, Pubco issued the Note in the initial principal amount of $8,500,000 to Andrew Karos, Chief Executive Officer of Boost Run. Earnout Shares In connection with the Boost Run Business Combination, the holder of Class A Units of Boost Run (“Andrew Karos”) has the contingent right to receive up to 7,875,000 newly issued shares of Pubco Class A Common Stock (the “Karos Earnout Shares”), based on the performance of the Pubco Class A Common Stock during the three-year period following the Closing (the “Earnout Period”), as follows: (i) if the VWAP of the Pubco Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30 trading days during the Earnout Period, 2,625,000 Karos Earnout Shares; (ii) if the VWAP equals or exceeds $15.00 per share under the same conditions, an additional 2,625,000 Karos Earnout Shares; and (iii) if the VWAP equals or exceeds $17.50 per share under the same conditions, an additional 2,625,000 Karos Earnout Shares. In addition, pursuant to the Earnout Agreement, the Sponsor may earn up to 1,125,000 newly issued shares of Pubco Class A Common Stock (the “Sponsor Earnout Shares”) and the SPV may earn up to 1,968,750 newly issued shares of Pubco Class A Common Stock (the “SPV Earnout Shares”), for a total of 3,093,750 shares, based on the performance of the Pubco Class A Common Stock during the Earnout Period, with the same VWAP thresholds of $12.50, $15.00 and $17.50 per share described above. Assumption of Warrants In connection with the SPAC Merger, each outstanding Public Warrant was converted into one Pubco Public Warrant and each outstanding Private Warrant was converted into one Pubco Private Warrant. Each Pubco Public Warrant entitles the holder thereof to purchase one share of Pubco Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. The Pubco Private Warrants have substantially the same terms as the Pubco Public Warrants, subject to certain limited exceptions. As of the Closing Date, Pubco had 6,325,000 Pubco Public Warrants and 5,145,722 Pubco Private Warrants issued and outstanding. Listing of Securities Prior to the Closing Date, the Units, Class A Ordinary Shares and Public Warrants were listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “WLACU,” “WLAC” and “WLACW,” respectively. In connection with the Boost Run Business Combination, on May 8, 2026, the Units, Class A Ordinary Shares and Public Warrants ceased trading on Nasdaq. As of the open of trading on May 11, 2026, the Pubco Class A Common Stock and Pubco Public Warrants began trading on Nasdaq under the symbols “BRUN” and “BRUNW,” respectively.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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