I woke up to a lot of messages regarding this. And most of what is written here is plain wrong. Here are the facts:
The Lock-up period is correct. BUT the total shares that will be released to the float is NOT 54M. The tradeable float is also not 7M like implied in the earlier post. A lot of what is written here looks like something that A.I vomited out.
Let's get the easy part out of the way, the tradeable float is 12.65M and it's derived from the $WLAC public float. Easy.
Now the lock-up shares:
From the S4:
"
for any 20 trading days within any 30-trading day period commencing after the Business Combination or (iii) subsequent to a Business Combination, the date on which the Pubco consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their shares for cash, securities or other property (each of (i), (ii) and (iii), as the case may be, the “Lock-up Period”); provided, however, that the Lock-Up Period shall not apply to 10% of the shares of Pubco Common Stock issued upon conversion of the Founder Shares pursuant to the Business Combination.
"
> This means not ALL get released as soon as we clear the conditions above
Here's what actually happens:
The Sponsor holds 4,628,674 founder shares. These are locked up for 6 months after closing. BUT 10% of these shares (~462,867) get released early if BRUN closes ≥ $12.00 for any 20 trading days within a 30-day period commencing AFTER closing.
The Boost Run sellers' 44.15M shares have the same structure: 6 months locked, with 10% (~4.42M shares) released early on the same $12 condition.
So that means from the Sponsor and Sellers, only 4.9M shares get released.
For earn out shares:
Up to 7,875,000 shares across three tiers for Andrew (CEO)
The Sponsor + SPV (a separate vehicle that bought some of the Sponsor's stake) get a separate earnout block of 3,093,750 shares on the same tiered structure.
Total contingent share issuance: 10,968,750 new shares.
The implication for float and outstanding:
The shares outstanding (excluding warrants) simply go from ~61M to ~72M from the earnouts whereas the float goes from 12.65M to 29M. Not 54M getting released like Saso has stated here.
Also bold of you to assume that they will sell all of their shares like some kind of armageddon event. This is not a shitco like $XNDU.
Details here: x.com/mkfilko/status…
Final thoughts:
The float mechanics are arguably complicated, and it takes awhile to understand, this is why I wrote up the post linked directly above when it first de-SPACed. But it's extremely unfortunate that details can be dumbed down and taken out of context like what Saso has written. I hope this helps.
-Leki
$BRUN lock-up agreement. *VERY IMPORTANT*
Here are the key terms:
BRUN Lock-Up Period ends on the earliest of:
> The date BRUN closes at or above $12.00/share for any 20 trading days within a 30-trading-day period after closing.
> November 8, 2026, six months after the May 8,
$BRUN getting sold off because local genius "discovered" that SPAC shares eventually get unlocked. Talk to management. $BRUN has $400 million of ARR as of June 1 that will likely be orders of magnitude higher by the end of the year given their pipeline and historical conversion. The best capitalized player in the space ($NBIS) is coming to them for their services. And yet you think the CEO who financed $BRUN himself from day 1, and just received his initial investment ($8.5mn) back when the company went public (read a filing!) is going to sell a massive slug when he knows what's coming down the pipe. Sometimes you have to use logic. and sadly sometimes X is not filled w/ logic
@UncleAlpha007
$BRUN I was the first to warn you. BRUN down 18% after the market close as people find out what I told you guys a few hours ago.
Be careful with SPAC companies and always do the research on the specifics.
$IREN $NBIS $CRWV
I believe $BRUN is a screaming buy on a ridiculous sell-off AH. I believe it is the second best Neocloud investment behind $NBIS. I have added to my position.
Why the sell off?
A post was made on X by @saso_capital reporting ~54 million insider shares will become eligible to sell next Monday. Including 29.5 million Class B shares held by CEO Andrew Karos.
A few different financial influencers found out about this information and sold after-hours, notifying their followers. This created enormous selling pressure during an illiquid after-hours on a stock with an already extremely low float.
I don’t judge anyone’s decision to buy or hold a company. There is a potential risk of selling pressure lowering the stock price short term.
At the same time however, this is a unicorn neocloud stock with jaw-dropping growth metrics:
$BRUN ARR tripled from $30M to $96M in 4 months. Contracted backlog went from $120M to $1.45 billion as of June 1st. 1,233% year over year ARR growth. Free cash flow positive. $NVDA Preferred Cloud Partner. One of only 8 companies globally with Exemplar Cloud status. FY2026 ARR guidance of $400M+.
Karos owns 48% of this company. He built it. The pipeline keeps converting. The numbers keep accelerating. That is not someone who listed to dump.
The growth is real. The overhang is real. Both things are true. Likewise with my $IREN thesis, compute demand is insatiable, and a company as well-ran as Boost Run will likely explode in growth, and stock price.
Not financial advice. Do your own research.
Trading 101: Conditional orders
I want to be a trader but I also want to fuck my partner and raise my children. Did I mention I still have to file my taxes and I have a birthday this weekend?
Good. Me too.
Nothing motivates a person more than their family. Don't ever lose sight of what is truly important in life. Time is the only real currency we have, you can't assess it's current PL and it can not be bought back.
This is where conditional orders come in. I manage 50-60 spot and 5-10 option positions simultaneously at all times. Also, I do have a life and a family.
In the replies to one of my previous post I mentioned the "touch grass" strategy for this stock.
Conditional buys are one of the most underused instruments by Retail traders. While we all know about risk management I don't see many people talking about determining their entries ahead of time.
I will try to outline this as simple as possible, because there is no need to overcomplicate things.
Step 1: Confirmation
For $XFAB specifically I said that I would add to my position in size as soon as the price manages to cross over the diagonal resistance. For me this marks the confirmation point at which the trading setup becomes active.
Step 2: Conditional buys
In this case at the time of replying the confirmation would be when the price crosses the level just below $11. Hence I would be willing to add to my position once that level was breached. I enter a buy when price hits 11.xx order and also simultaneously enter it's stop loss so my risk is controlled.
Step 3: Touch grass
I don't keep staring at the chart. Instead I move on to the next position, or do something useful with my time.
Step 4:
Wife: Oh honey, the fridge is making those strange noises again?
Me: Fuck.... there goes my afternoon.
So just to update this: Technical wise the price tested the Fibonacci extension at 12.60. The weekly Support/Resistance area marked is based on Volume Profile Analysis and would be the main area to watch for support.
With @aleabitoreddit covering it, the EU Chip Act and other potential catalysts this could continue it's run once the price consolidates.
@_Max_Drawdown@aleabitoreddit I mean if you want easy/passive mode for this specific trade:
Step 1: Conditional buys above 11 with stop losses set below 10
Step 2: Touch grass
@BorisMacro Sure, I will dig a bit deeper into this. Maybe there are some good sources explaining it in a rather simple way. I have always avoided options so far but maybe it's time. My AI can probably also explain it in a nice way.
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