Willow Lane Acqu SEC Filings

Wealthspring Capital LLC and Matthew Simpson report a 2.56% beneficial stake in Willow Lane Acquisition Corp. They disclose beneficial ownership of 324,401 Class A ordinary shares of Willow Lane, all with shared voting and dispositive power and no sole voting or dispositive authority. The filing notes that clients of Wealthspring Capital LLC have the right to receive dividends or sale proceeds from these securities, and that no other single client’s interest exceeds 5% of the class. The securities are stated as being acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of Willow Lane.

Willow Lane Acquisition Corp. previously agreed to combine with Boost Run Holdings through a multi-step merger into a new Delaware corporation, Boost Run Inc. (Pubco). This communication notes that Boost Run shared deal-related messages on its X and LinkedIn accounts and reminds investors that a detailed Registration Statement on Form S-4, including a joint proxy statement/prospectus, will be filed with the SEC.

Shareholders are urged to read the proxy statement/prospectus and related materials when available, as they will contain important information about Willow Lane, Boost Run, Pubco and the proposed business combination. The communication stresses that it is not an offer to sell or solicit securities and includes extensive forward-looking statement disclosures outlining numerous business, market, financing, regulatory and execution risks that could affect the transaction and Boost Run’s future performance.

Willow Lane Acquisition Corp. describes its planned business combination with Boost Run Holdings, LLC and a new holding company, Boost Run Inc. (Pubco), under a previously signed Business Combination Agreement. The structure uses merger subsidiaries of Pubco to combine Willow Lane and Boost Run into a single public company.

The companies plan to file a Form S-4 registration statement with the SEC that will include a joint proxy statement/prospectus for Willow Lane shareholders to vote on the transaction. The communication emphasizes that it is not an offer to sell securities and that any offering will only be made by a compliant prospectus.

Extensive forward-looking statement language highlights expectations around the benefits of the deal, Boost Run’s growth strategy and market opportunity, and the post-closing capitalization of Pubco, while warning that numerous business, market, regulatory and execution risks could cause actual results to differ and that completion of the business combination is not assured.

Willow Lane Acquisition Corp. and Boost Run describe their previously announced plan to combine under a Business Combination Agreement signed on September 15, 2025, involving a new Delaware holding company, Boost Run Inc. (Pubco), and merger subsidiaries.

The companies note that Willow Lane’s CEO recently discussed the transaction on LinkedIn and that Boost Run shared related posts on X and LinkedIn. They explain that Willow Lane, Boost Run and Pubco intend to file a Form S-4 registration statement with the SEC, including a proxy statement/prospectus that will be sent to Willow Lane shareholders for a vote on the Business Combination, and strongly encourage shareholders to read those materials when available.

The communication stresses that it is not an offer to sell or a solicitation to buy securities, includes extensive forward-looking statement warnings, and outlines numerous risks that could affect completion of the deal and Boost Run’s business, ranging from listing and redemption risks to capital needs, GPU and data center capacity, technology performance, regulatory changes and cybersecurity.

Willow Lane Acquisition Corp. is moving forward with a proposed business combination with Boost Run Holdings, LLC through a new Delaware corporation, Boost Run Inc. (Pubco), and merger subsidiaries under a previously disclosed Business Combination Agreement dated September 15, 2025.

Willow Lane, Boost Run and Pubco plan to file a Registration Statement on Form S-4 with the SEC that will include a proxy statement/prospectus so Willow Lane shareholders can vote on the Business Combination at an extraordinary general meeting.

The communication focuses on forward-looking statement disclaimers, lists numerous risks that could affect closing of the Business Combination and Boost Run’s future performance, and clarifies that it is not a solicitation of proxies or an offer to buy or sell securities.

Willow Lane Acquisition Corp. describes its planned business combination with Boost Run via a previously signed Business Combination Agreement involving a new holding company, Pubco, and merger subsidiaries. The communication notes that Willow Lane, Boost Run and Pubco plan to file a Form S-4 registration statement with the SEC, which will include a proxy statement/prospectus for Willow Lane shareholders to vote on the transaction.

Shareholders are told that definitive proxy materials will be mailed as of a future record date and directed to the SEC’s website or company addresses for free copies. The text includes extensive forward‑looking statement disclaimers outlining numerous risks that could affect the deal’s completion and Boost Run’s business. It also explains that various parties may be deemed participants in the proxy solicitation and clarifies that this communication is not an offer or solicitation to buy or sell securities, nor has any regulator approved the business combination.

Willow Lane Acquisition Corp. filed a current report describing a press release related to its previously announced proposed business combination with Boost Run. The filing reiterates the parties to the Business Combination Agreement, including a new public holding company, Pubco, and the various merger subsidiaries involved in the transaction structure.

On December 15, 2025, Willow Lane and Boost Run announced that Boost Run has recently entered into a series of commercial agreements intended to expand and diversify its access to next generation hardware, data center capacity, power and capital, together with significant new customer commitments. The report explains that Willow Lane, Boost Run and Pubco plan to file a registration statement on Form S-4 with the SEC containing a proxy statement/prospectus, and urges Willow Lane shareholders to read those materials when available, as they will contain important information about the proposed business combination.

Willow Lane Acquisition Corp. (WLAC) reported its Q3 2025 results as a SPAC focused on completing a business combination. Net income was $785,531 for the quarter and $3,241,207 year-to-date, driven primarily by interest on the Trust Account.

Investments in the Trust Account were $131,283,264 at September 30, 2025, with Class A shares recorded at a redemption value of $10.38 per share. Cash outside the trust was $561,174 and working capital was $625,983. As of November 12, 2025, there were 12,650,000 Class A and 4,628,674 Class B Ordinary Shares outstanding.

WLAC entered into a Business Combination Agreement with Boost Run Holdings on September 15, 2025, with plans to re‑domicile to Delaware and close via dual mergers into a new Pubco, subject to customary conditions and a forthcoming Form S‑4. The filing notes a deferred underwriting fee of $4,427,500 and a $700,000 advisory fee payable only at closing. The company discloses substantial doubt about its ability to continue as a going concern if no deal is completed by November 12, 2026. Warrants outstanding total 11,470,722, each exercisable at $11.50.

Willow Lane Acquisition Corp. (WLAC) amended its IPO underwriting agreement with BTIG. The change restructures the deferred underwriting commission tied to a future “Specified Event.” The revised components are: a 2.25% gross spread of IPO proceeds payable in cash; up to an additional 0.75% gross spread payable in cash based on the funds remaining in the trust account after redemptions if the company completes its initial business combination; and a 0.5% gross spread (the “Allocable Amount”) payable to BTIG in cash, which Willow Lane Sponsor, LLC or the company may allocate, at their discretion, to pay expenses incurred in consummating an initial business combination.

The amendment also permits each underwriter, before the Specified Event, to forfeit all or any part of its right to the deferred commission by written notice. These changes adjust when and how underwriters are paid and create flexibility to direct a portion of fees to closing costs on a business combination.