Form 4: Willow Lane Completes Merger with Boost Run Inc.

Willow Lane Acquisition Corp. has finalized its business combination with Boost Run Inc., resulting in the exchange of all sponsor-held securities for shares in the new public entity.

Summary

• On May 8, 2026, Willow Lane Acquisition Corp. closed its business combination with Boost Run Holdings, LLC and Boost Run Inc.
• B. Luke Weil and Willow Lane Sponsor, LLC converted 4,628,674 Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis.
• All 4,628,674 Class A Ordinary Shares were subsequently cancelled and exchanged for an equal number of shares in the new entity, Pubco.
• A total of 4,007,222 warrants were also exchanged for warrants in Pubco with an exercise price of $11.50.
• Following these transactions, the reporting persons hold zero securities in the original SPAC entity as it has transitioned to the successor company.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive milestone, marking the successful completion of the SPAC's primary objective: merging with an operating business.

Positives

• Successful execution of the Business Combination Agreement originally dated September 15, 2025.
• Full conversion of founder shares into common equity of the successor company, maintaining management alignment.
• Transition from a blank-check shell company to an active operating entity (Pubco).

Negatives

• The reporting person is no longer subject to Section 16 for this specific issuer as the entity has been merged and effectively ceased its previous form.
• Potential future dilution from the 4,007,222 warrants now applicable to the new entity's capital structure.

Risks

• The warrants only become exercisable 30 days after the business combination completion, delaying potential liquidity for holders.
• The warrants expire five years after the completion date, creating a finite window for value realization.
• Market volatility often follows de-SPAC transactions as initial trading begins for the new operating entity.

Future Outlook

The company has transitioned into Boost Run Inc. (Pubco). Future performance and financial reporting will now be driven by the operations of the merged entity rather than the SPAC shell.

Management Comments

• B. Luke Weil serves as the Chief Executive Officer and Director of the entity.
• The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

Industry Context

StockSavvy.ai notes that this represents a standard de-SPAC transition, where a Special Purpose Acquisition Company successfully identifies and merges with a private target to bring it to the public markets.

Comparison to Industry Standards

• The 1:1 conversion ratio for founder shares is the standard benchmark for U.S. SPAC structures.
• The $11.50 warrant exercise price is the typical industry standard for blank-check companies.
• The five-year expiration term for warrants post-merger aligns with common industry norms for de-SPAC transactions.

Corporate Governance

Related Party Transactions

• Willow Lane Sponsor, LLC, managed by CEO B. Luke Weil, exchanged its founder shares and warrants for equity in the new entity.

Stakeholder Impact

• Shareholders of WLAC now hold shares in the operating entity, Boost Run Inc.
• Warrant holders now hold warrants for Pubco stock rather than the SPAC shell.
• Management's interests remain aligned through significant equity ownership in the successor company.

Next Steps

• Warrants become exercisable 30 days after the May 8, 2026 closing date.
• Pubco will begin or continue trading under its new ticker symbol on the relevant exchange.
• Reporting persons will likely file future ownership reports under the new entity's ticker.

Key Dates

Recommendation

The merger completion is a major de-risking event for the SPAC, but a 'hold' is appropriate until the market sees the first quarterly results of the new operating entity, Boost Run Inc.

Keywords

SPAC, Business Combination, De-SPAC, Merger, Boost Run Inc, Warrants, Founder Shares, B. Luke Weil, Willow Lane Acquisition Corp