UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 29, 2026
WILLOW
LANE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman
Islands |
|
001-42400 |
|
00-0000000N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
250
West 57th Street, Suite 415
New
York, New York |
|
10107 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (646) 565-3861
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
WLACU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
|
WLAC |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
WLACW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events.
On
April 29, 2026, Willow Lane Acquisition Corp., a Cayman Islands exempted company (“Willow Lane”), issued a press release
announcing that, as of the deadline for holders of redeemable Class A ordinary shares of Willow Lane (“Willow Lane public shares”)
to request redemption of such Willow Lane public shares in connection with the anticipated consummation of the proposed business combination
(the “Business Combination”) between Willow Lane and Boost Run Holdings, LLC (“Boost Run”), Willow Lane has received
no redemption requests.
A
copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking
Statements
This current report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect
to the Business Combination, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding
Boost Run and the Business Combination. Forward-looking statements may be identified by the use of words such as “estimate,”
“plan,” “project,” “forecast,” “intend,” “may,” “will,” “expect,”
“continue,” “should,” “would,” “anticipate,” “believe,” “seek,”
“target,” “predict,” “potential,” “seem,” “future,” “outlook”
or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited
to, references with respect to the anticipated benefits and timing of the completion of the Business Combination; statements about Boost
Run’s new and expanded commercial relationships; statements about Boost Run’s market opportunity and the potential growth
of that market; Boost Run’s strategy, outcomes and growth prospects; trends in Boost Run’s industry and markets; the competitive
environment in which Boost Run operates; and the ability for Boost Run to raise funds to support its business. These statements are based
on various assumptions, whether or not identified in this current report on Form 8-K, and on the current expectations of Boost Run’s
and Willow Lane’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of Boost Run and Willow Lane.
These
forward-looking statements (including projections) are predictions, and other statements about future events or conditions that are based
on current expectations, estimates and assumptions and, as a result, are subject to risks and uncertainties, including the occurrence
of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the risk that
the Business Combination disrupts Boost Run’s current plans and operations as a result of the announcement and consummation of
the Business Combination; the inability of the parties to recognize the anticipated benefits of the Business Combination; the ability
to maintain the listing of Willow Lane’s securities on a national securities exchange; the ability to obtain or maintain the listing
of the Boost Run Inc., a Delaware corporation’s (“Pubco”) securities on Nasdaq following the Business Combination,
including having the requisite number of shareholders; costs related to the Business Combination; changes in business, market, financial,
political and legal conditions; Boost Run’s limited operating history, lack of history of operating as a public company and the
rapidly evolving industry in which it operates; Boost Run’s use and reporting of business and operational metrics; uncertainties
surrounding Boost Run’s business model; Boost Run’s expectations regarding future financial performance, capital requirements
and unit economics; Boost Run’s competitive landscape; capital market, interest rate and currency exchange risks; Boost Run’s
ability to manage growth and expand its operations; Boost Run’s ability to attract and retain additional customers and additional
business from existing customers; Boost Run’s ability to secure additional data center capacity at affordable rates; Boost Run’s
ability to acquire the GPUs necessary to expand its business at anticipated prices; the prices at which Boost Run will be able to sell
the services it provides; Boost Run’s ability to provide reliable high compute services; Boost Run’s ability to successfully
develop and sell new products and services; the risk that Boost Run’s technology and infrastructure may not operate as expected,
including but not limited to as a result of significant coding, manufacturing or configuration errors; the failure to offer high quality
technical support; Boost Run’s dependence on members of its senior management and its 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 the
marketing of Boost Run’s services to various government entities; uncertainty or changes with respect to laws and regulations;
data protection or cybersecurity incidents and related regulations; disruption in the electrical power grid at or near one or more of
Boost Run’s data centers; physical security breaches; supply chain disruptions; changes in tariffs or import restrictions; Boost
Run’s lack of business interruption insurance; Boost Run’s ability to maintain, protect and defend its intellectual property
rights; the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price
of Willow Lane’s securities; the risk that the Business Combination may not be completed by Willow Lane’s business combination
deadline and the potential failure to obtain an extension of the business combination deadline if sought by Willow Lane; the failure
to satisfy the conditions to the consummation of the Business Combination; the outcome of any legal proceedings that may be instituted
against Boost Run, Willow Lane, Pubco or others following announcement of the proposed Business Combination and transactions contemplated
thereby; past performance by Boost Run management team may not be indicative of the future performance of Pubco after the Business Combination;
the risk that an active market for the securities of Pubco after the Business Combination may not develop; and those risk factors discussed
in documents of Willow Lane, Boost Run and Pubco filed, or to be filed, with the U.S Securities and Exchange Commission (“SEC’).
If any of these risks materialize or the assumptions prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that neither Willow Lane nor Boost Run presently know or can anticipate
or that Willow Lane and Boost Run currently believe are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements reflect Willow Lane’s, Boost Run’s and Pubco’s
expectations, plans or forecasts of future events and views as of the date of this current report on Form 8-K. Willow Lane, Boost Run
and Pubco anticipate that subsequent events and developments will cause Willow Lane’s, Boost Run’s and Pubco’s assessments
to change. However, while Willow Lane, Boost Run and Pubco may elect to update these forward-looking statements at some point in the
future, Willow Lane, Boost Run and Pubco specifically disclaim any obligation to do so. Readers are referred to the most recent reports
filed with the SEC by Willow Lane. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak
only as of the date made, and Willow Lane, Boost Run and Pubco undertake no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
Important
Information About the Transactions and Where to Find It
Willow
Lane, Boost Run and Pubco have filed relevant materials with the SEC, including the Registration Statement on Form S-4, which includes
the Proxy Statement of Willow Lane and a prospectus in connection with Business Combination, referred to as a proxy statement/prospectus.
The definitive proxy statement and other relevant documents have been mailed to shareholders of Willow Lane as of a record date established
for voting on Willow Lane’s proposed Business Combination with Boost Run. SHAREHOLDERS OF WILLOW LANE AND OTHER INTERESTED PARTIES
ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED
WITH THE SEC IN CONNECTION WITH WILLOW LANE’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS
TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS CONTAINS OR WILL CONTAIN IMPORTANT INFORMATION ABOUT WILLOW LANE,
BOOST RUN, PUBCO AND THE BUSINESS COMBINATION. Shareholders can obtain copies of the Registration Statement and the proxy statement/prospectus,
without charge, on the SEC’s website at www.sec.gov or by directing a request to: Willow Lane Acquisition Corp.,
250 West 57th Street, Suite 415, New York, NY 10107; or Boost Run, LLC, 5 Revere Drive, Suite 200 Northbrook, IL 60062.
Participants
in the Solicitation
Boost
Run, Willow Lane and Pubco and their respective directors and executive officers may be deemed under SEC rules to be participants in
the solicitation of proxies from Willow Lane’s shareholders in connection with the Business Combination. A list of the names of
such directors and executive officers, and information regarding their interests in the Business Combination and their ownership of Willow
Lane’s securities are, or will be, contained in filings with the SEC relating to the Business Combination. Additional information
regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Willow Lane’s
shareholders in connection with the Business Combination, including the names and interests of Boost Run’s directors and executive
officers, is set forth in the proxy statement/prospectus included in the Registration Statement for the Business Combination. You may
obtain free copies of these documents from the sources described above.
Disclaimer
This
current report on Form 8-K does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities
or in respect of security of Boost Run, Willow Lane or any of their respective affiliates. This current report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Business Combination or otherwise,
nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such jurisdiction. No such offering of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. NEITHER THE SEC
NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON THE MERITS
OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS
REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated April 29, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
WILLOW
LANE ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
B. Luke Weil |
| |
Name: |
B.
Luke Weil |
| |
Title: |
Chief
Executive Officer |
| Dated:
April 29, 2026 |
|
|
