Boost Run Setup (~137% Warrant Upside)

🌾 Welcome to StableBread’s Newsletter!

Back in September 2025, I came across a GPU cloud infrastructure company called Boost Run that was merging with a SPAC, Willow Lane Acquisition Corp (WLAC).

Despite the SPAC wrapper, the valuation gap vs. public peers, compliance-first positioning in government and regulated industries, and the team's background in GPU infrastructure made it look like an asymmetric setup (contingent on execution and sustained AI infrastructure spending).

The common stock (WLAC) trades at $10.70 today, just above its $10.57/share trust redemption value as of the March 12, 2026 record date. That trust floor gives common holders downside protection if the deal breaks.

For those willing to take on more risk, the warrants (WLACW) trade below $3.00 and give you the right to purchase shares at $11.50 for five years after the merger closes. That's a breakeven under $14.50, with leveraged upside if Boost Run executes anywhere near its $180M 2026 revenue target (~137% upside). If the deal breaks, warrants go to zero.

If the merger closes, the combined company trades on Nasdaq as Boost Run Inc. (BRUN), with warrants moving to BRUNWS.

It's now seven months later, the S-4 is effective, and the vote is locked for April 30. Below we'll discuss what the setup looks like and where the risk/reward actually lands.

Boost Run rents dedicated GPU computing power to enterprises. The company buys Nvidia (NVDA) GPUs, installs them in TierPoint data centers across the U.S., and leases them out on monthly contracts.

TierPoint operates 40 data centers across 20 U.S. markets. Rather than building or leasing its own facilities, Boost Run colocates inside TierPoint's existing infrastructure. That keeps the model asset-light and avoids the heavy debt loads that peers like CoreWeave (CRWV) carry.

These are bare-metal, dedicated servers, not shared cloud instances. Customers get 100% of the hardware's capacity through a web UI and API, with real-time provisioning.

The tradeoff is less control over power and space. But the capital efficiency is significantly better per dollar deployed.

Boost Run's edge is compliance.

Most GPU cloud providers lease space in certified data centers but don't carry their own operator-level certifications. Boost Run holds SOC 2 Type 1 and 2, HIPAA, and ISO 27001 certifications at the company level.

That distinction matters because regulated industries (healthcare, finance, government) require their infrastructure providers, not just the data centers, to meet specific audit and data handling standards.

Getting SOC 2 audited costs $7-150K annually (per Secureframe, cited in the investor presentation). Getting HIPAA, ISO 27001, and ISO 27701 certified on top of that takes time and infrastructure investment that most GPU cloud startups haven't made.

To be fair, Boost Run isn't the only GPU cloud provider with compliance certifications. Nebius holds SOC 2 Type II (including HIPAA) and ISO 27001. CoreWeave aligns its security programs to SOC 2 and ISO 27001 frameworks.

But certifications alone don't create the moat. What separates Boost Run is that it's already set up to sell into U.S. government and regulated buyers through an established go-to-market.

Specifically, through a partnership with Carahsoft, a government IT solutions reseller that handles $20B in annual procurement across federal, state, local, and education/healthcare channels, Boost Run has access to bid on 200+ public sector contracts.

Boost Run is also listed in government procurement systems with a UEI and CAGE code from the Department of Defense. UEI (Unique Entity Identifier) is the federal ID required to bid on government contracts. A CAGE (Commercial and Government Entity) code is assigned by the DoD to identify contractors. Without both, you can't participate in federal procurement.

CoreWeave launched its own federal division in October 2025 but is still pursuing FedRAMP authorization. Nebius is targeting regulated buyers primarily in Europe through EU AI Act compliance. Boost Run is already registered and eligible to bid on U.S. federal contracts today.

The federal tailwind supports this positioning. AI R&D spending has grown from $2.4B in 2021 to $3.3B in 2025, per NITRD data cited in the investor presentation. The White House's America's AI Action Plan, published July 2025, identifies AI infrastructure as a federal priority and directs agencies to support qualifying projects through loans, grants, tax incentives, and offtake agreements.

That doesn't guarantee spending, but it signals direction.

So while CRWV, NBIS, and other comps (e.g., IREN) compete primarily for hyperscale AI training contracts, Boost Run is targeting the regulated segment where compliance certifications, government procurement eligibility, and dedicated bare-metal infrastructure create barriers to entry.

On the economics side, Boost Run runs at an 85.5% gross margin vs. CRWV and NBIS in the ~70% range. That spread reflects owned hardware deployed into colocation facilities without the power and cooling overhead the larger neoclouds carry.

In December 2025, Boost Run signed a two-year, $127M contract with Fluidstack for inference and training clusters. That's the largest disclosed customer contract and meaningful contracted revenue against 2026 projections.

Alongside Fluidstack, Boost Run announced new GPU supply orders and OEM vendor financing arrangements with Dell Technologies (DELL), and raised its Q1 2026 hardware deployment expectation from ~$100M to at least $250M.

By year-end 2026, Boost Run plans to operate 19,000+ GPUs across 7 TierPoint sites in Charlotte, St. Louis, Breinigsville, and other markets, with contracted power scaling from 4 MW to 20 MW+.

The DEFM14A models 11,700 newly deployed GPUs in 2026 at a 2,925/quarter cadence (85% Nvidia B300, 5% B200, 10% RTX Pro), backed by a minimum $400M hardware budget that management says is “ahead of schedule” and “may exceed $400 million.”

Two more contracts signed in March 2026 confirm pricing power on new B300 capacity:

The $116M Charlotte contract is the more material of the two, and both require prepayment (30% on the 36-month deal, 100% on the 12-month), which supports Boost Run's 93% OCF conversion (more on this later) and helps fund 2026 deployments ahead of revenue recognition.

The team behind Boost Run comes from GPU infrastructure.

CEO Andrew Karos founded Blue Fire Capital in 2007, a global algorithmic trading firm that operated across 7 countries and 13 data centers with over $500M in revenues.

He sold it to Galaxy Digital (GLXY) in 2020, then spent two years as Head of Electronic Trading integrating Blue Fire's infrastructure into Galaxy's platform.

Karos launched Boost Run in 2023, self-funded, and brought his Galaxy Digital colleagues with him.

CIO Tynan Wilke, COO Harry Georgakopoulos, and CTO Daniel Gormley-Rahn came from the Blue Fire/Galaxy lineage. Erik Guckel was named CFO in 2025, ahead of the public listing.

The COO previously managed capital deployments at Galaxy, the CIO has 20 years of experience building trading infrastructure, and the CTO has deployed thousands of GPUs in production environments.

The business model comes down to deploying capital into GPUs before they depreciate (5-6 years per hyperscaler accounting, though real economic value may be shorter), and that's exactly what this team has done before.

Willow Lane and Boost Run signed the Business Combination Agreement on September 15, 2025.

At close, Willow Lane Acquisition Corp (WLAC today) becomes Boost Run Inc. (BRUN), and Boost Run's private equity holders receive newly issued shares of the combined company.

Boost Run's equity holders get $441.5M in pre-money consideration, paid in Class A and Class B stock at $10.00/share, plus an $8.5M installment note to the CEO.

Post-money equity value is $614M, assuming no redemptions.

Karos Controls the Company

Karos receives Class B stock with 10 votes/share. Everyone else holds single-vote Class A.

Karos ends up with ~48% of the economics and ~90% of the vote, which makes Boost Run a Nasdaq "controlled company."

Public shareholders will have little leverage on board composition, executive comp, or M&A.

Trust Cash and Expected Net Proceeds

Willow Lane raised $126.5M at IPO. As of the March 12, 2026 record date, the trust holds $133.77M, or $10.57 per public share.

Management expects ~$125M of net proceeds at close after $4.9M in transaction expenses, assuming no redemptions.

High redemptions are the standard de-SPAC risk, and every SPAC merger faces it. Average redemption rates in 2024-2025 have been running north of 95% across the market.

The BCA has no minimum cash condition, so the deal can legally close even at 100% redemptions, but at 90%+ redemptions, net proceeds drop from ~$125M to roughly $8M, which isn't enough to repay the $11M February bridge, let alone fund the $400M+ hardware plan.

Redemptions are a one-shot window, due on April 28, 2026, with a 15% per-holder cap.

Earnouts

The CEO can receive up to 7,875,000 earnout shares across three equal tranches of 2,625,000, each vesting if VWAP holds above the target on any 20 trading days within a 30-trading-day window:

The Sponsor earns another 1,125,000 shares and an affiliated SPV (Goodrich ILMJS LLC) earns 1,968,750 shares on the same milestones. All tranches must trigger within three years of closing.

The Delay and Amendment

The deal missed its Q4 2025 target because the SEC hadn't declared the S-4 effective.

On January 13, 2026, the parties signed Amendment No. 1. It extended the outside date to June 30, 2026, corrected an Earnout Agreement allocation error (the 1,125,000 / 1,968,750 Sponsor/SPV split above), and eliminated the independent-board-majority requirement to align with controlled-company status.

Boost Run also signed a consulting agreement with Willow Lane CEO Luke Weil the same day, paid entirely in price-vested stock. Up to 336,000 Class A shares across three tranches of 112,000, vesting at $12.00, $14.50, and $17.00 VWAP.

Current Timeline

The SEC declared the S-4 effective on April 9, 2026. The extraordinary general meeting to approve the merger is set for April 30. Record date is March 12. Redemption deadline is on April 28.

The deal must close by June 30, 2026 or the SPAC terminates and trust cash goes back to shareholders. The outside date has already been extended once. Another extension is possible but not guaranteed.

Boost Run ended 2025 with $9.75M of cash against a 2026 capex plan that needs the ~$125M of trust proceeds to execute. Both the 2024 and 2025 audits carry a substantial-doubt going concern paragraph (detailed in Risks below).

To bridge the gap, Boost Run drew debt in three pieces:

Between the 11.25% coupon on the original loan, the ~9% effective yield on the OID add-on, first-lien security on substantially all assets, and the converted equity kicker, the lender priced this like distressed debt.

The February 2026 Bridge Loans mature on the earlier of April 28, 2026 or SPAC close. That April 28 date is also the public shareholder redemption deadline for the April 30 vote.

Two paths from here:

Pro-forma cash at close lands around $112M after repaying the February bridge and the $8.5M Karos installment note.

That funds 2026's $400M+ GPU deployment budget only when paired with operating cash flow and customer prepayments, like the ~$35M prepaid on the March 2026 Charlotte B300 contract.

Even in a base case where the capex plan executes on schedule, Boost Run likely needs another capital raise in 2027 to keep pushing the fleet past 20 MW. The merger solves the going concern. It doesn't solve the sustained funding question.

So what about the financials and valuation make this deal attractive?