8-K: Willow Lane SPAC to Merge with Boost Run in $450M Deal

Willow Lane Acquisition Corp. has entered into a definitive business combination agreement with Boost Run Holdings, LLC, a bare metal GPU server provider, to become a publicly traded company.

Summary

• Willow Lane Acquisition Corp. (SPAC) and Boost Run Holdings, LLC (Boost Run) have entered into a Business Combination Agreement, dated September 15, 2025.
• The transaction involves SPAC re-domiciling from the Cayman Islands to Delaware, followed by two mergers: Benchmark Merger Sub I Inc. into SPAC, and Benchmark Merger Sub II LLC into Boost Run.
• Post-merger, SPAC and Boost Run will become wholly-owned subsidiaries of Boost Run Inc. (Pubco), which will become a publicly traded company.
• Consideration for Boost Run equity holders (Sellers) includes an $8,500,000 installment note to Andrew Karos, Chief Executive Officer of Boost Run, and newly issued Pubco common stock valued at $441,500,000 (based on $10.00 per share).
• An earnout of 7,875,000 Pubco Class A Common Stock shares is contingent on Pubco Class A Common Stock's volume-weighted average price (VWAP) reaching $12.50, $15.00, and $17.50 per share within three years post-closing, payable to the Seller holding Class A Units (Andrew Karos).
• An additional earnout of 3,375,000 Pubco Class A Common Stock shares (1,687,500 each for Willow Lane Sponsor, LLC and Goodrich ILMJS LLC) is also contingent on the same share price targets within the three-year earnout period.
• The post-closing Pubco board of directors will consist of seven individuals: two designated by Willow Lane and five by Boost Run, with at least four independent directors.
• Andrew Karos will serve as Chief Executive Officer and Erik Guckel as Chief Financial Officer of Pubco immediately after the Closing.
• Non-competition and non-solicitation agreements are in place for Andrew Karos, effective from closing until the third anniversary of the closing date, covering competition, employee/consultant solicitation, and customer/supplier solicitation.
• The parties intend for the mergers to qualify as an exchange described in Section 351 of the U.S. federal income tax code.

Sentiment

Score: 7

Explanation: The filing details a significant business combination that will take Boost Run, a company in a high-growth sector (GPU servers for AI/HPC), public. The structured earnout incentives for key stakeholders align their interests with future stock performance, which is a positive. However, the extensive list of risks associated with the forward-looking statements, inherent in both the transaction and the rapidly evolving industry, introduces a degree of uncertainty, preventing a higher sentiment score.

Positives

• Boost Run, a provider of bare metal GPU servers, will become a publicly traded company, providing access to public capital markets for growth and expansion.
• The transaction includes an earnout structure for key stakeholders (Andrew Karos, Sponsor, and SPV), aligning their incentives with the future stock performance of Pubco.
• Non-competition and non-solicitation agreements are established to protect the goodwill, confidential information, employees, customers, and suppliers of the combined entity for a period of three years post-closing.
• The business operates in the high-growth sector of bare metal graphics processing unit servers within data centers, indicating strong market relevance in areas like AI and high-performance computing.

Risks

• The Business Combination may disrupt Boost Run's current plans and operations due to the announcement and consummation process.
• The parties may be unable to recognize the anticipated benefits of the Business Combination.
• There is a risk of inability to maintain the listing of Pubco's securities on Nasdaq following the Business Combination, including having the requisite number of shareholders.
• Significant costs are related to the Business Combination.
• Changes in business, market, financial, political, and legal conditions could adversely affect the combined entity.
• Boost Run has a limited operating history and no history of operating as a public company, and operates in a rapidly evolving industry.
• Uncertainties surround Boost Run's business model, competitive landscape, and ability to manage growth and expand operations.
• Capital market, interest rate, and currency exchange risks are present.
• Challenges exist in attracting and retaining additional customers, securing additional data center capacity at affordable rates, and acquiring necessary GPUs at anticipated prices.
• The prices at which Boost Run will be able to sell its services may fluctuate.
• There is a 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 could negatively impact the business.
• Dependence on members of senior management and the ability to attract and retain qualified personnel pose risks.
• Uncertainty or changes with respect to taxes, trade conditions, and the macroeconomic and geopolitical environment could impact operations.
• Risks are related to marketing 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 exist.
• Disruption in the electrical power grid at or near data centers, physical security breaches, and supply chain disruptions are potential threats.
• Changes in tariffs or import restrictions could affect the business.
• Boost Run lacks business interruption insurance.
• The ability to maintain, protect, and defend intellectual property rights is crucial.
• The Business Combination may not be completed in a timely manner or at all, which could adversely affect the price of Willow Lane's securities.
• There is a potential failure to obtain an extension of Willow Lane's business combination deadline if sought.
• Failure to satisfy the conditions to the consummation of the Business Combination could occur.
• The outcome of any legal proceedings that may be instituted against Boost Run, Willow Lane, Pubco, or others following the announcement is uncertain.
• Willow Lane shareholders could elect to have their shares redeemed, potentially leaving Pubco with insufficient cash to execute its business plans.
• Past performance by Boost Run's management team may not be indicative of Pubco's future performance after the Business Combination.
• An active market for Pubco's securities may not develop after the Business Combination.

Future Outlook

Pubco and its subsidiaries, including Boost Run, will be entitled to operate their respective businesses based upon Pubco's business requirements. They will be permitted to make changes in their sole discretion to operations, organization, personnel, accounting practices, and other business aspects, including actions that may impact the VWAP of Pubco Class A Common Stock and the ability of earnout recipients to earn shares. The parties anticipate that subsequent events and developments will cause their assessments to change and specifically disclaim any obligation to update forward-looking statements.

Industry Context

The target company, Boost Run Holdings, LLC, operates bare metal graphics processing unit (GPU) servers within data centers. This positions the combined entity in the high-growth sectors of high-performance computing (HPC) and artificial intelligence (AI) infrastructure, which are experiencing significant demand for GPU-accelerated computing. The industry is characterized by rapid technological advancements, high capital expenditure requirements for hardware (GPUs) and data center capacity, and intense competition.

Management Changes

Corporate Governance

Related Party Transactions

• An $8,500,000 installment note will be paid by Pubco to Andrew Karos, Chief Executive Officer of Boost Run and a Seller.
• Andrew Karos, as the Seller holding Class A Units, has a contingent right to receive 7,875,000 newly issued shares of Pubco Class A Common Stock as earnout shares.
• Willow Lane Sponsor, LLC (Sponsor) and Goodrich ILMJS LLC (SPV) have a contingent right to receive a total of 3,375,000 newly issued shares of Pubco Class A Common Stock as earnout shares.
• The Sponsor and SPV entered into a Transfer Agreement where SPV will purchase 27.5% of the Founder Shares and Private Placement Warrants held by the Sponsor for $2,227,548.75.
• The Insider Letter Agreement, involving the Sponsor and Willow Lane's directors and officers, was amended to reflect the transactions and adjust lock-up terms.

Stakeholder Impact

• Shareholders of Willow Lane Acquisition Corp. will receive substantially equivalent securities of Pubco, the new publicly traded parent company.
• Boost Run's equity holders (Sellers) will receive a combination of cash (an $8.5 million note to Andrew Karos) and Pubco common stock, along with potential earnout shares, providing a liquidity event and future upside potential.
• Key employees, including Andrew Karos (CEO) and Erik Guckel (CFO), will continue in their roles at Pubco, ensuring management continuity.
• Employees and consultants are subject to non-solicitation agreements for three years post-closing, aiming to retain talent within the combined entity.
• Customers and suppliers are protected by non-solicitation and non-interference clauses for three years post-closing, aiming to preserve existing business relationships.
• Directors and officers of both SPAC and Boost Run will benefit from continued D&O indemnification and tail insurance coverage for six years post-closing.
• The transaction is intended to qualify as a tax-free exchange under Section 351 of the Code for U.S. federal income tax purposes, which could be beneficial for certain equity holders.

Next Steps

• Willow Lane to transfer by way of continuation out of the Cayman Islands and into the State of Delaware (re-domiciliation).
• SPAC, Pubco, and Boost Run to prepare and file a Form S-4 registration statement with the SEC, including a proxy statement/prospectus.
• Boost Run to deliver audited consolidated financial statements for fiscal years ended December 31, 2023 and 2024 within 45 days of the agreement date.
• Boost Run to deliver unaudited monthly and quarterly financial information through the Closing Date.
• Willow Lane to call an extraordinary general meeting for shareholder approval of the Business Combination Agreement and related matters.
• Boost Run to call a meeting of its members to obtain the requisite approval.
• Pubco to adopt a new equity incentive plan for 15% of post-closing Pubco Class A Common Stock.
• Pubco to provide customary director indemnification agreements to each member of the Post-Closing Pubco Board.
• Pubco and the Company to obtain and fully pay premiums for tail insurance policies for directors and officers.
• Pubco to use best commercial efforts to ensure continued listing on Nasdaq.
• Parties to cooperate to obtain all requisite approvals and authorizations from Governmental Authorities and other third persons.
• Parties to use reasonable best efforts to cause the Mergers to qualify as an exchange described in Section 351 of the Code for U.S. federal income tax purposes.

Key Dates

Recommendation

The business combination allows Boost Run, a provider of bare metal GPU servers in data centers, to become a publicly traded entity, positioning it in the high-demand sectors of AI and high-performance computing. The structured earnout incentives for key stakeholders align their interests with long-term stock performance. While the filing outlines various operational and market risks inherent in such a transaction and industry, the strategic benefits of public market access and the growth potential in its core business suggest a favorable outlook for investors seeking exposure to this sector.

Keywords

SPAC, Business Combination, Merger, Boost Run, Willow Lane Acquisition Corp., GPU servers, Data Centers, Public Company, Earnout, Non-Competition, Non-Solicitation, SEC Filing, Form 8-K, Financial Reporting, Corporate Governance, Risk Management, Strategic Analysis, High-Performance Computing, Artificial Intelligence