425: Willow Lane to Merge with Boost Run in $614M AI Infrastructure Deal

Willow Lane Acquisition Corp. announced a definitive business combination with Boost Run, an AI infrastructure platform valued at approximately $614 million, projecting significant growth and profitability.

Summary

• Willow Lane Acquisition Corp. entered into a definitive Business Combination Agreement with Boost Run Holdings, LLC on September 15, 2025.
• The transaction values Boost Run at approximately $614 million on a post-money basis.
• Boost Run is a profitable and free cash flow positive AI infrastructure platform since its inception, specializing in enterprise-grade, bare metal NVIDIA GPU access.
• The company targets regulated industries such as healthcare, financial services, and government, holding SOC2 Type 1 & 2, HIPAA, and ISO27001 certifications.
• Boost Run projects a 2026 revenue midpoint of $180 million, representing approximately 470% year-over-year growth.
• Expected adjusted EBITDA margins are approximately 80% in 2026.
• The deal is expected to add over $112 million in cash to Boost Run's balance sheet, assuming no redemptions by Willow Lane shareholders.
• The combined entity, Pubco, will be formed, with Willow Lane shareholders and Boost Run interest holders becoming Pubco shareholders.

Sentiment

Score: 9

Explanation: The filing presents a highly positive outlook for Boost Run, emphasizing its profitability, strong growth projections, industry-leading margins, and strategic positioning in a rapidly expanding market. The valuation is highlighted as attractive compared to peers, and management's track record is praised. The only minor caveats are standard SPAC redemption risks and general forward-looking statement disclaimers.

Positives

• Boost Run has been profitable and free cash flow positive since its first year of operation.
• The company has grown organically without traditional Series A, B, or C funding rounds.
• Boost Run boasts industry-leading adjusted EBITDA margins, projected at approximately 80% in 2026.
• The business model allows for rapid CapEx conversion, with roughly 70% of CapEx converting into annual revenue within 12 months.
• GPU purchases are expected to be paid off in as little as 30 months, significantly faster than the industry standard of 60-84 months.
• The transaction implies an attractive 3.4 times forward EV to revenue multiple for 2026, noted as significantly below comparables.
• Strong partnerships are in place with Lenovo (procurement), NVIDIA (relationship), TierPoint (45 data centers, capacity expansion), Carahsoft (government contracts), DDN (storage), and Lumen (networking).
• Boost Run's enterprise-grade compliance certifications (SOC 2 Type 1 & 2, HIPAA, ISO27001) create significant barriers to entry in regulated markets.
• The AI infrastructure market is projected for massive growth, from approximately $60 billion in 2025 to nearly $500 billion by 2034.
• Willow Lane's management has a proven track record with five successful SPAC business combinations.

Negatives

• The transaction's cash infusion of over $112 million is contingent on no redemptions by Willow Lane shareholders, which is a common risk in SPAC transactions.
• The valuation and financial projections are forward-looking and based on management expectations, subject to various risks and uncertainties.
• Boost Run has a limited operating history as a standalone entity and no history as a public company.
• The rapidly evolving nature of the AI infrastructure industry presents inherent challenges and competitive pressures.

Risks

• The Business Combination Agreement may be terminated.
• The Business Combination could disrupt Boost Run's current plans and operations.
• The anticipated benefits of the Business Combination may not be realized.
• Maintaining the listing of Willow Lane's securities on a national exchange, or obtaining and maintaining Nasdaq listing for Pubco, including having the requisite number of shareholders, may be challenging.
• Costs related to the Business Combination could be higher than anticipated.
• Changes in business, market, financial, political, and legal conditions could adversely affect the combined company.
• Boost Run has a limited operating history, no history as a public company, and operates in a rapidly evolving industry.
• Uncertainties exist regarding Boost Run's business model, future financial performance, capital requirements, and unit economics.
• The competitive landscape, capital market, interest rate, and currency exchange risks could impact operations.
• Boost Run's ability to manage growth, expand operations, attract and retain customers, secure data center capacity, and acquire GPUs at anticipated prices is critical.
• The prices at which Boost Run can sell its services may fluctuate.
• Technology and infrastructure may not operate as expected due to errors, or high-quality technical support may not be maintained.
• Dependence on senior management and the 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 marketing services to government entities.
• Uncertainty or changes with respect to laws and regulations, data protection, or cybersecurity incidents.
• Disruption in the electrical power grid at or near data centers or physical security breaches.
• Supply chain disruptions, changes in tariffs or import restrictions.
• Boost Run lacks business interruption insurance.
• Ability to maintain, protect, and defend intellectual property rights.
• The Business Combination may not be completed in a timely manner or at all, potentially affecting Willow Lane's securities price.
• Failure to complete the Business Combination by Willow Lane's deadline or obtain an extension.
• Failure to satisfy the conditions to the consummation of the Business Combination.
• Outcome of any legal proceedings instituted against Boost Run, Willow Lane, Pubco, or others.
• Willow Lane shareholders could elect to redeem their shares, potentially leaving Pubco with insufficient cash.
• Past performance by Boost Run's management team may not be indicative of Pubco's future performance.
• An active market for Pubco's securities may not develop after the Business Combination.

Future Outlook

The AI infrastructure market is projected to grow from approximately $60 billion in 2025 to nearly $500 billion by 2034, with the GPU as a service segment alone reaching $27 billion by 2030. Boost Run expects to achieve $180 million in revenue by 2026, representing 470% year-over-year growth, with approximately 80% adjusted EBITDA margins. The company plans to deploy $400 million in hardware through 2026, expanding data center capacity by 16 megawatts and targeting regulated industries and government contracts, while further developing its software automation platform.

Management Comments

• "Boost Run is a purpose-built AI infrastructure platform that's been profitable and free cash flow positive since year one." Luke Weil, Chairman and CEO of Willow Lane.
• "What attracted us to Boost Run is their dual focus on technological stability and balance sheet discipline, an approach that works in both robust and in challenging market conditions." Luke Weil, Chairman and CEO of Willow Lane.
• "Boost Run has never raised Series A, B or C funding. They've grown organically while maintaining profitability." Luke Weil, Chairman and CEO of Willow Lane.
• "I decided to leave Galaxy to self-fund Boost Run because I saw what I believe were critical inefficiencies in the AI infrastructure market, and set out to provide the enterprise-grade, compliant solutions that regulated businesses and other enterprises need." Andy Karos, Founder and CEO of Boost Run.
• "Our asset and operational efficiency is designed to allow us to pay off all our GPU purchases in as little as 30 months, as opposed to the industry standard of 60 to 84 months." Andy Karos, Founder and CEO of Boost Run.
• "We expect approximately 80% adjusted EBITDA margins in 2026. This is among the highest in the sector." Andy Karos, Founder and CEO of Boost Run.
• "Our certifications create meaningful barriers to entry. The compliance software market alone is $36 billion, growing at 13% CAGR." Andy Karos, Founder and CEO of Boost Run.
• "What we're delivering here is a pure play investment in the backbone of a transformational industry. AI infrastructure represents one of the most compelling investment themes of this decade." Luke Weil, Chairman and CEO of Willow Lane.
• "At 3.4 times forward revenue, we're pricing this below the market's recognition of the AI infrastructure opportunity. As institutional awareness grows and the company executes against its plan, we expect meaningful multiple expansion." Luke Weil, Chairman and CEO of Willow Lane.

Industry Context

The announcement positions Boost Run as a key player in the rapidly expanding AI infrastructure market, which is projected for massive growth. The company's focus on enterprise-grade, compliant solutions for regulated industries addresses a critical need for security and reliability that differentiates it from general cloud providers. Its strategic partnerships for hardware, data centers, and government access align with the accelerating demand for AI compute capacity, which currently outpaces supply, leading to pricing premiums and long lead times.

Comparison to Industry Standards

• Boost Run's projected 80% adjusted EBITDA margins in 2026 are stated as "among the highest in the sector."
• The company's ability to pay off GPU purchases in as little as 30 months is significantly faster than the industry standard of 60 to 84 months.
• The implied 3.4 times forward EV to revenue multiple for 2026 is highlighted as "significantly below the comparables," suggesting an attractive valuation relative to other AI infrastructure companies.
• Boost Run's enterprise-grade certifications (SOC 2 Type 1 & 2, HIPAA, ISO27001) for operator-level compliance are presented as a differentiator, enabling AI deployments in highly regulated sectors like healthcare and financial services, where many competitors may not meet such stringent requirements.

Corporate Governance

Stakeholder Impact

• Shareholders (Willow Lane): Will vote on the Business Combination and become shareholders of the new public entity (Pubco), with potential for share redemption.
• Shareholders (Boost Run): Existing interest holders will become shareholders of Pubco.
• Employees: Continued operations under the new combined entity, with potential for growth and expansion.
• Customers: Expected to benefit from expanded capacity, enhanced services, and continued enterprise-grade, compliant AI infrastructure solutions.
• Partners (Lenovo, NVIDIA, TierPoint, Carahsoft, DDN, Lumen): Continued and potentially expanded strategic relationships for procurement, data center capacity, market access, and technology integration.
• Creditors: Existing credit facilities will be combined with the influx of cash from the transaction to support hardware deployment.

Next Steps

• Willow Lane, Boost Run, and Pubco intend to file a Registration Statement on Form S-4 with the SEC, including a proxy statement/prospectus.
• A definitive proxy statement and other relevant documents will be mailed to Willow Lane shareholders for voting on the Business Combination.
• Shareholders will vote at an Extraordinary General Meeting to approve the Business Combination.
• The company plans to add 16 megawatts of data center capacity across Charlotte, St. Louis, and Pennsylvania through its TierPoint partnership.
• Further productization of the automation layer to provide an end-to-end API platform for provisioning, model deployment, and monitoring.

Key Dates

Recommendation

The business combination presents a compelling investment opportunity in the high-growth AI infrastructure sector. Boost Run demonstrates exceptional financial health, being profitable and free cash flow positive since inception, with projected industry-leading 80% adjusted EBITDA margins and 470% year-over-year revenue growth for 2026. The implied 3.4x forward EV to revenue multiple is significantly below comparables, suggesting an undervalued asset. Its focus on enterprise-grade compliance for regulated industries, coupled with strategic partnerships and a proven management team, positions it for substantial market share capture in a demand-outpacing-supply environment. The capital infusion from the SPAC merger will fuel aggressive expansion, further solidifying its competitive advantage.

Keywords

AI Infrastructure, GPU as a Service, Business Combination, SPAC, Boost Run, Willow Lane Acquisition Corp, NVIDIA GPUs, Data Centers, Enterprise AI, Regulated Industries, Cloud Computing, Financial Technology, Healthcare AI, Government Contracts, High Performance Computing