📰 What This Document Is 📑

This filing is a Form 425, which is a detailed disclosure document related to a proposed merger, or "Business Combination." Think of it as a comprehensive playbook outlining the terms, the background, and the significant operational wins that happened after the merger agreement was signed.

The document was filed on April 22, 2026. Its primary goal is to inform investors about the major strategic agreement that Boost Run just secured, alongside reaffirming the terms of the merger between Boost Run and Willow Lane Acquisition Corp.

👉 Why it matters: While the filings are dense with legal terms and risks, the core, positive news is the substantial deal with Dell Technologies, which dramatically improves Boost Run's market position right when the merger is expected to happen.

🏢 What The Company Does 🤖

Boost Run is a specialized provider of scalable cloud infrastructure, meaning they build and manage the physical computer power needed for large tech companies. Their focus niche is High-Performance Computing (HPC) and Artificial Intelligence (AI) workloads.

In simple terms, they sell massive computational power. They don't sell software or apps; they sell the underlying hardware and management layer that allows other companies (like those training large AI models) to run their demanding tasks.

• What they offer: Their platform delivers GPU compute (Graphics Processing Units, specialized for AI), CPU nodes, managed Kubernetes orchestration, and shared storage.
• Reliability and Compliance: Boost Run emphasizes security, maintaining several certifications, including SOC 2 Type II, HIPAA, and ISO 27001, which signals to major corporate clients that their data and operations are secure and compliant.

📈 The $1.44 Billion Strategic Win with Dell 💻

The biggest headline in this filing is the announcement of a $1.44 billion purchase agreement with Dell Technologies. This is far more than just a contract; it’s a powerful validation of Boost Run's position in the AI market.

This agreement provides Boost Run with crucial hardware, software, and—most importantly—financial certainty needed to fulfill massive, long-term client commitments. By partnering with Dell, Boost Run is building a complete, robust platform for AI infrastructure.

👉 Why it matters: Getting a massive deal with a giant like Dell doesn't just give them money; it gives them "hardware and software certainty." This allows Boost Run to scale its colocation footprint (the physical data center space) without constantly worrying about running out of necessary equipment.

🔄 The Proposed Merger Context ✨

The entire filing centers around the "Business Combination" between Boost Run (the operating company) and Willow Lane Acquisition Corp. (WLAC, the SPAC). This is the legal mechanism by which Boost Run plans to transition from a private, growing company into a publicly traded company.

• What is a SPAC? Willow Lane is a "blank check company." In basic terms, it’s a special shell corporation created purely to raise money from investors so that the management team (Boost Run) can acquire or merge with an operational business.
• The Timeline: The merger process is defined by the Business Combination Agreement, which was initially signed on September 15, 2025. This filing updates the market on the progress toward that final merger.

🤖 Boosting AI Capacity and Partnerships 🔗

Boost Run and Dell Technologies are working together to solve one of the biggest tech challenges today: the overwhelming demand for AI computational power. This partnership is explicitly designed to scale enterprise AI capacity.

Through this expanded partnership, Boost Run has also strengthened its relationship with Dell Financial Services (DFS).

• Flexible Capital: Developing this financing relationship enables Boost Run to deploy capital in a flexible way that matches up with its customers' contract timelines, making large-scale deployments easier and more manageable for both sides.

💬 What the Executives Are Saying 👨‍💼

Executive commentary is high-signal content because it reveals management’s confidence and strategic focus. Both the CEO of Boost Run and a senior representative from Dell echoed the same themes: massive demand and comprehensive capability.

• Andrew Karos (CEO, Boost Run): He called this a "defining moment," noting that the partnership provides the scale, hardware, software, and financing structure required to meet the full spectrum of enterprise AI demand.
• David Singer (SVP of Ops, Dell Technologies): He stated that Dell is pleased to support Boost Run’s expanding infrastructure footprint with hardware, software, and additional financing capabilities to deliver at scale.

📜 The Legal Fine Print and Risks ⚠️

The filing contains extremely important, yet dense, disclaimers regarding forward-looking statements and risk factors. In short, this section is the company protecting itself from lawsuits if things go wrong.

It’s crucial that investors read these, as they list numerous risks that could potentially derail the merger or slow down growth.

• Key Risks: The risks are extensive, covering things like the ability to maintain the listing on a national exchange, the highly volatile nature of the industry, supply chain disruptions, and dependence on key senior management personnel.
• The Warning: The companies repeatedly emphasize that the statements about future growth and market potential are based on current assumptions and are not guarantees of actual future performance.

📅 Important Contacts and Resources 📞

When looking at a filing, knowing who to call and where to find the official documents is essential. The filing provided specific contact points for investors and the media.

• For Investors: Any questions should be directed to April Scee at [email protected].
• For Media: The media contact is Abby Trexler at [email protected].
• Official Documents: Readers can get copies of the full Registration Statement and proxy statement/prospectus for free on the SEC’s website (www.sec.gov).

🧠 The Analogy 🏗️

Imagine a massive, popular restaurant (Boost Run) that suddenly realizes it needs to expand its dining rooms and kitchen capacity by 500%. It doesn't have the cash or the connections to do this alone. The Dell partnership is like a corporate friend who shows up with a massive loan, the construction materials, and a specialized contractor team (Dell Financial Services). This three-way effort ensures the restaurant can not only build the space but also pay for the utilities, supplies, and specialized equipment needed to run at full, luxurious capacity—all necessary steps for the final grand opening (the merger).

🧩 Final Takeaway 💡

Boost Run has successfully leveraged a massive $1.44 billion agreement with Dell Technologies, which de-risks their growth plans and positions them as a leading, well-funded provider of specialized AI cloud compute infrastructure as they approach their public listing.