📄 What This Document Is

This is a Form 425 filing with the SEC. Think of it as an official press release that a company planning a major merger must publicly share. Its purpose is to inform shareholders and the market about an important change to the plan.

👉 In simple terms: Willow Lane, a special purpose acquisition company (SPAC), is telling everyone it's moving the date of its crucial shareholder vote to approve a merger with a company called Boost Run.

🔄 The Main Change: A Rescheduled Vote

Willow Lane is pushing back its Extraordinary General Meeting (EGM) for shareholders.

Old Date: April 8, 2026 (tentative)
New Date: April 30, 2026
Record Date: The date to determine who can vote (March 12, 2026) does not change.

👉 Why the delay? They are waiting for the U.S. Securities and Exchange Commission (SEC) to finish reviewing and approve a key document called the Form S-4. This document contains the full merger details and the official proxy voting materials. They can't hold the vote until the SEC gives this document the green light.

Because the meeting is moved, shareholders who want to redeem their shares (cash out before the merger) now have until 5:00 p.m. ET on April 28, 2026, to make that demand.

🏢 Meet the Companies

Willow Lane Acquisition Corp. (WLAC)

What it is: A "blank check" company or SPAC. Its only job is to find a promising private company to merge with and take public.
The Team: They highlight their experience, having completed five previous SPAC deals.

Boost Run, LLC

What it does: Provides on-demand GPU computing power specifically for Artificial Intelligence (AI) workloads. They offer this through a simple user interface or API (a way for software to talk to their system).
Key Features: They aim to make scaling AI compute fast and easy, serve enterprise and government clients, and have key partnerships (like with Lenovo and Carahsoft).

🚀 What's Next & The Process

This delay is a procedural step, not a change to the deal itself.

SEC Review: The S-4 registration statement is under SEC review.
Vote: Once the SEC declares the S-4 "effective," Willow Lane will mail the definitive proxy statement to shareholders. The shareholder vote will happen on April 30, 2026.
Merger Completion: If shareholders approve, the business combination with Boost Run can proceed.

👉 The signal: This is a common step in the SPAC merger process. It shows the deal is moving through the standard regulatory pipeline, though the timeline is now slightly extended.

⚠️ Key Risks to Watch

The filing includes a long list of standard but important risks. Here are the core ones:

Deal Completion: The merger might not happen due to various conditions not being met or the SPAC running out of time.
Shareholder Redemptions: If too many shareholders choose to cash out their shares, the combined company (called "Pubco" after the merger) might be left with insufficient cash to run its business.
Boost Run's Business: As a young company in the fast-evolving AI infrastructure space, Boost Run faces risks like competition, securing affordable data centers and GPUs, and managing rapid growth.
Post-Merger Listing: There's no guarantee the new combined company will maintain its listing on the Nasdaq stock exchange.

📞 Contacts

For questions, the contacts are:

Investor Relations: April Scee ([email protected])
Media Relations: Abby Trexler ([email protected])

🧠 The Analogy

Think of this like rescheduling a final house inspection. The buyer (Willow Lane/Shareholders) and seller (Boost Run) have a deal, but before they can sign the final papers and close, a city inspector (the SEC) needs to review the blueprints (the S-4). The inspector requested more time, so the closing date (the shareholder vote) is pushed back to ensure everything is perfectly in order.

🧩 Final Takeaway

The merger vote is delayed, not derailed. This is a routine speed bump in the SPAC process, primarily caused by waiting for SEC paperwork to be approved. Shareholders should mark the new April 30 meeting date and the updated April 28 redemption deadline.

Willow Lane Acquisition Corp. — 425 Filing