Filed
by Willow Lane Acquisition Corp.
pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Willow Lane Acquisition Corp.
Commission
File No. 001-42400
Boost
Run Holdings, LLC
Date:
April 22, 2026
As
previously disclosed, on September 15, 2025, Willow Lane Acquisition Corp., a Cayman Islands exempted company (“Willow Lane”),
entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”) with (i) Boost Run Inc.,
a Delaware corporation (“Pubco”), (ii) Benchmark Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary
of Pubco, (iii) Benchmark Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco, (iv) Boost
Run Holdings, LLC, a Delaware limited liability company (“Boost Run”), (v) George Peng, solely in the capacity as the representative
from and after the Effective Time (as defined in the Business Combination Agreement) for Willow Lane shareholders as of immediately prior
to the Effective Time and their successors and assigns (other than the holders of Boost Run’s issued and outstanding membership
interests (the “Sellers”) in accordance with the terms and conditions of the Business Combination Agreement, and (vi) Andrew
Karos, solely in the capacity as the representative from and after the Effective Time for the Sellers as of immediately prior to the
Effective Time (and their successors and assigns) in accordance with the terms and conditions of the Business Combination Agreement for
a proposed business combination (the “Business Combination”).
The
following press release was published by Boost Run and Willow Lane on April 22, 2026.
Boost
Run Announces $1.44 Billion Agreement with Dell Technologies to Further Facilitate Enterprise Demand for AI Compute and Storage Infrastructure
Agreement
Signed Ahead of Proposed Business Combination with Willow Lane Acquisition Corp. (Nasdaq: WLAC) and Expected Listing Under Proposed Symbol
“BRUN”
NORTHBROOK,
IL & NEW YORK, NY — Boost Run LLC today announced a $1.44 billion purchase agreement with Dell Technologies to meet their
growing enterprise AI demand. The agreement provides Boost Run with the hardware and software certainty needed to fulfill long-term client
commitments and scale capacity across its expanding colocation footprint.
Boost
Run and Dell Technologies continue to strengthen their strategic partnership, advancing coordinated infrastructure deployment programs
designed to scale enterprise AI capacity across Boost Run’s growing colocation footprint. As part of the expanded partnership,
Boost Run has further developed its financing relationship with Dell Financial Services (DFS), enabling flexible capital deployment aligned
to customer contract timelines.
“This
agreement with Dell Technologies is a defining moment for Boost Run. Enterprise clients are demanding dedicated, compliant, high-performance
AI infrastructure — and this partnership gives us the scale, the hardware, software and the financing structure to deliver. The
combination of Boost Run’s NVIDIA Preferred Cloud Service Provider status with Dell’s enterprise-grade hardware and software
infrastructure creates a purpose-built platform capable of meeting the full spectrum of enterprise AI demand.”
| |
— |
Andrew Karos, CEO, Boost Run |
“Boost
Run has demonstrated the operational depth and NVIDIA partnership credentials that enterprise AI customers increasingly require. Dell
is pleased to support their expanding infrastructure footprint with the hardware, software, and additional financing capabilities to
deliver at scale.”
| — | David
Singer, Senior Vice President of Operations, Dell Technologies |
About
Boost Run
Boost
Run Holdings, LLC (“Boost Run”) is a leading provider of scalable cloud infrastructure purpose-built for enterprise AI and
high-performance computing workloads. The platform delivers GPU compute, CPU nodes, managed Kubernetes orchestration, and shared storage
through an intuitive management console and a robust API layer, enabling organizations to provision and scale resources across thousands
of nodes in minutes. Organizations rely on Boost Run to power their most demanding AI workloads with the performance, security, and reliability
their operations require. Boost Run maintains SOC 2 Type II, HIPAA, ISO 27001, and ISO 27701 certifications at the operator level, and
partners with data center facilities that uphold equivalent security and compliance standards.
About
Willow Lane
Willow
Lane Acquisition Corp. (“Willow Lane”) is a blank check company formed for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Willow
Lane’s team has broad sector knowledge and brings a combination of operating, investing, financial and transactional experience.
Willow Lane team has collectively identified and closed five previous SPAC business combinations, creating value for shareholders.
Additional
Information and Where to Find It
Willow
Lane, Boost Run and Boost Run Inc. (“Pubco”), have filed relevant materials with the Securities and Exchange Commission (“SEC”),
including the Registration Statement on Form S-4, which includes the proxy statement of Willow Lane and a prospectus in connection with
the proposed business combination (the “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, WHEN AVAILABLE, 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 CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT WILLOW LANE,
BOOST RUN, PUBCO AND THE BUSINESS COMBINATION. Shareholders are able to 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.
Forward-Looking
Statements
This
press release 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 press release, 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, dated as of
September 15, 2025, as amended; 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 Pubco’s 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; the risk that
shareholders of Willow Lane could elect to have their shares redeemed, leaving Pubco with insufficient cash to execute its business plans;
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 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 press release. 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.
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.
No
Offer or Solicitation
This
press release does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Business Combination or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation to purchase any security
of Boost Run, Willow Lane or any of their respective affiliates. This press release 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.
Contacts
Investor
Relations
April
Scee
april.scee@riveron.com
Media
Relations
Abby
Trexler
abby.trexler@fullyvested.com
