425: Willow Lane & Boost Run Announce Business Combination

Willow Lane Acquisition Corp. and Boost Run Holdings, LLC announced a proposed business combination, with further details to be filed with the SEC.

Summary

• Willow Lane Acquisition Corp. (Willow Lane) entered into a Business Combination Agreement with Boost Run Holdings, LLC (Boost Run) on September 15, 2025.
• The agreement involves Boost Run Inc. (Pubco), Benchmark Merger Sub I Inc., and Benchmark Merger Sub II LLC.
• George Peng will serve as the representative for Willow Lane shareholders, and Andrew Karos for Boost Run membership interest holders after the Effective Time.
• The communication was made by Marjorie (Maya) Hernandez, Willow Lane's Treasurer and Director of Business Development, on December 16, 2025.
• Willow Lane, Boost Run, and Pubco intend to file a Registration Statement on Form S-4, including a proxy statement/prospectus, with the SEC.
• Shareholders of Willow Lane will vote on the Business Combination at an extraordinary general meeting.

Sentiment

Score: 6

Explanation: The filing announces a significant corporate action (business combination) which is generally positive for growth prospects, but it also includes an extensive and detailed list of risks, which tempers the overall sentiment. The tone is largely procedural and cautionary due to the forward-looking statements disclaimer.

Positives

• The parties have formally entered into a Business Combination Agreement, indicating progress towards the merger.

Risks

• Occurrence of any event, change, or circumstances that could give rise to the termination of the Business Combination Agreement.
• The Business Combination may disrupt Boost Run's current plans and operations as a result of the announcement and consummation.
• Inability of the parties to recognize the anticipated benefits of the Business Combination.
• Ability to maintain the listing of Willow Lane's securities on a national securities exchange.
• Ability to obtain or maintain the listing of Pubco's securities on Nasdaq following the Business Combination, including having the requisite number of shareholders.
• Costs related to the Business Combination.
• Changes in business, market, financial, political, and legal conditions.
• Boost Run's limited operating history, lack of history of operating as a public company, and the rapidly evolving industry in which it operates.
• Boost Run's use and reporting of business and operational metrics.
• Uncertainties surrounding Boost Run's business model.
• Boost Run's expectations regarding future financial performance, capital requirements, and unit economics.
• Boost Run's competitive landscape.
• Capital market, interest rate, and currency exchange risks.
• Boost Run's ability to manage growth and expand its operations.
• Boost Run's ability to attract and retain additional customers and additional business from existing customers.
• Boost Run's ability to secure additional data center capacity at affordable rates.
• Boost Run's ability to acquire the GPUs necessary to expand its business at anticipated prices.
• The prices at which Boost Run will be able to sell the services it provides.
• Boost Run's ability to provide reliable high compute services.
• Boost Run's ability to successfully develop and sell new products and services.
• Risk that Boost Run's technology and infrastructure may not operate as expected, including due to significant coding, manufacturing, or configuration errors.
• Failure to offer high-quality technical support.
• Boost Run's dependence on members of its senior management and its ability to attract and retain qualified personnel.
• Uncertainty or changes with respect to taxes, trade conditions, and the macroeconomic and geopolitical environment.
• Risks related to the marketing of Boost Run's services to various government entities.
• Uncertainty or changes with respect to laws and regulations.
• Data protection or cybersecurity incidents and related regulations.
• Disruption in the electrical power grid at or near one or more of Boost Run's data centers.
• Physical security breaches.
• Supply chain disruptions.
• Changes in tariffs or import restrictions.
• Boost Run's lack of business interruption insurance.
• Boost Run's ability to maintain, protect, and defend its intellectual property rights.
• Risk that the Business Combination may not be completed in a timely manner or at all.
• Risk that the Business Combination may not be completed by Willow Lane's business combination deadline and the potential failure to obtain an extension.
• Failure to satisfy the conditions to the consummation of the Business Combination.
• The outcome of any legal proceedings that may be instituted against Boost Run, Willow Lane, Pubco, or others following announcement of the proposed Business Combination.
• Risk that shareholders of Willow Lane could elect to have their shares redeemed, leaving Pubco with insufficient cash to execute its business plans.
• Past performance by Boost Run management team may not be indicative of the future performance of Pubco after the Business Combination.
• Risk that an active market for the securities of Pubco after the Business Combination may not develop.

Future Outlook

The filing contains forward-looking statements regarding the anticipated benefits and timing of the Business Combination, Boost Run's new commercial relationships, market opportunity and growth, strategy, outcomes, growth prospects, industry trends, competitive environment, and ability to raise funds. These statements are based on current expectations and assumptions and are subject to various risks and uncertainties.

Management Comments

• Marjorie (Maya) Hernandez, Willow Lane's Treasurer and Director of Business Development, made the communication on December 16, 2025.

Industry Context

This announcement relates to the ongoing trend of Special Purpose Acquisition Companies (SPACs) merging with private companies to take them public. Boost Run's business in 'high compute services' suggests it operates in a technology-intensive sector, likely involving cloud computing, AI, or data processing, which are areas of significant growth and investment. The mention of GPUs and data centers points to infrastructure-heavy operations within this sector.

Legal Proceedings

• The outcome of any legal proceedings that may be instituted against Boost Run, Willow Lane, Pubco, or others following the announcement of the proposed Business Combination and transactions contemplated thereby is a potential risk.

Stakeholder Impact

• Shareholders of Willow Lane will vote on the Business Combination and have the option to redeem their shares, which could impact Pubco's cash reserves.
• The Business Combination could disrupt Boost Run's current plans and operations, potentially affecting employees and customers.
• Boost Run's ability to attract and retain customers and secure data center capacity at affordable rates is a key factor for future success.

Next Steps

• Willow Lane, Boost Run, and Pubco intend to file a Registration Statement on Form S-4 with the SEC.
• The definitive proxy statement and other relevant documents will be mailed to Willow Lane shareholders.
• An extraordinary general meeting of Willow Lane shareholders will be held to approve the Business Combination.

Key Dates

Recommendation

The filing announces a significant strategic move (a business combination) that could unlock value for Willow Lane shareholders by merging with Boost Run, a company in the high-growth 'high compute services' sector. However, the extensive list of risks associated with the merger, Boost Run's limited operating history as a public company, and the general uncertainties inherent in SPAC transactions warrant a cautious approach. Investors should hold and await further detailed financial disclosures in the S-4 filing and assess the combined entity's prospects and valuation more thoroughly before making a definitive buy or sell decision.

Keywords

SPAC, Business Combination, Merger, Acquisition, High Compute Services, Data Center, GPU, SEC Filing, Form S-4, Proxy Statement, Willow Lane Acquisition Corp, Boost Run Holdings LLC, Pubco, Nasdaq Listing