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425SEC Filing

SEC Clears Path for Willow Lane Boost Run Merger Vote on April 30

April 10, 2026 at 12:00 AM

๐Ÿงพ What This Document Is

This is an SEC Form 425 filing. Think of it as a mandatory public update. Willow Lane, a special purpose acquisition company (SPAC), is using it to announce a major milestone and next steps in its planned merger with Boost Run, an AI cloud infrastructure company.

๐Ÿ‘‰ In simple terms: A "blank check" company (Willow Lane) is about to merge with an operating business (Boost Run) to take it public. This filing announces the official paperwork is approved and sets the date for the final shareholder vote.

๐Ÿข What The Companies Do

Boost Run is the real business here. They provide the high-powered computer infrastructure (like supercomputer rentals) that companies need to run complex Artificial Intelligence (AI) programs. They offer GPU compute, managed services, and storage, all with top-tier security certifications.

Willow Lane Acquisition Corp. is a SPAC. Its sole purpose was to find a promising private company (like Boost Run), merge with it, and take that company public on the stock market. The SPAC team has experience, having done five similar deals before.

๐Ÿ“… The Key Date & Event

The next critical step is a shareholder meeting.

  • What: An Extraordinary General Meeting (EGM) for Willow Lane's shareholders.
  • When: April 30, 2026, at 10:00 a.m. Eastern Time.
  • Purpose: Shareholders will vote to approve the proposed merger with Boost Run.
  • Where: Held physically in New York and virtually online.
  • Record Date: Only shareholders on the books as of March 12, 2026, can vote.

๐Ÿ‘‰ Why it matters: This meeting is the final major hurdle. If shareholders approve, the merger can close shortly after, and Boost Run will become a publicly-traded company.

๐Ÿš€ The Big Milestone Announced

The U.S. Securities and Exchange Commission (SEC) has declared the company's Registration Statement "effective."

This is a huge, necessary step. It means the detailed prospectus and proxy statement (the documents explaining the deal and how to vote) have been reviewed by regulators and are now official. The company can now move forward with sending these materials to shareholders and holding the vote.

๐Ÿค The Deal in a Nutshell

This is a Business Combination (a merger) that was originally agreed upon on September 15, 2025. The plan is for Boost Run to become a public company by merging into a subsidiary of Willow Lane.

  • New Public Company Name: Boost Run Inc. ("Pubco")
  • Proposed Stock Ticker: BRUN (Class A common stock) and BRUNW (warrants)
  • Expected Exchange: Nasdaq Stock Market
  • The Ask: Willow Lane's board unanimously recommends shareholders vote "FOR" all proposals related to the merger.

โš–๏ธ The Risks & Challenges

The filing includes a long list of potential risks. Here are the most critical ones:

โš ๏ธ The Deal Might Not Close: Conditions might not be met, or legal issues could block it. โš ๏ธ Post-Merger Survival: Boost Run has a limited history as a public company in a fast-changing industry. โš ๏ธ Operational Hurdles: Key risks include securing enough data centers, acquiring GPUs (the specialized chips for AI) at good prices, and attracting/keeping customers. โš ๏ธ Financial & Market Risks: Shareholders might redeem their shares for cash, leaving the new company short of funds. The stock price could also be volatile.

๐Ÿ”ฎ What's Next

  1. Vote: Willow Lane shareholders must vote by April 30, 2026.
  2. Close: If approved, the merger is expected to close soon after the meeting.
  3. List: The new company, Boost Run Inc., will begin trading on Nasdaq under the new symbols.

Important Contact for Shareholders: If you have questions or need proxy materials, contact the solicitor: Sodali & Co. 430 Park Ave, 14th Floor, New York, NY 10022 Tel: (800) 662-9400 or (203) 658-9400 (banks/brokers can call collect) Email: [email protected]

๐Ÿง  The Analogy

Think of this like a major league sports expansion. Willow Lane is like the league office that has secured a franchise spot (its SPAC listing). Boost Run is the talented owner with a successful team (its AI cloud business). The "merger" is the league officially awarding the franchise. The shareholder vote is like the final ownership approval. Once it passes, the new team (Boost Run Inc.) gets its official name, uniform (stock ticker), and starts playing on the big stage (Nasdaq).

๐Ÿงฉ Final Takeaway

The SPAC merger between Willow Lane and the AI infrastructure company Boost Run is on track. The SEC has approved the key filing, setting the stage for a crucial shareholder vote on April 30, 2026. A "FOR" vote is the final gate for Boost Run to become a publicly-traded company.