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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): December
15, 2025
WILLOW
LANE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman
Islands |
|
001-42400 |
|
00-0000000
N/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:
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
7.01 Regulation FD Disclosure.
As
previously disclosed, on September 15, 2025, Willow Lane Acquisition Corp., a Cayman Islands exempted company (“Willow Lane”),
entered into a Business Combination Agreement (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.
On
December 15, 2025, Willow Lane and Boost Run issued a press release announcing Boost Run’s recent entry into a series of commercial
agreements that collectively aim to expand and diversify Boost Run’s access to next generation hardware, data center capacity power
and capital, alongside significant new customer commitment. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated
herein by reference.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional
Information and Where to Find It
Willow
Lane, Boost Run and Pubco intend to file relevant materials with the Securities and Exchange Commission (the “SEC”), including
a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”), which will include a 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 will be mailed to shareholders of Willow Lane as of a record date to be 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 PRELIMINARY PROXY STATEMENT AND AMENDMENTS THERETO, 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
WILL CONTAIN IMPORTANT INFORMATION ABOUT WILLOW LANE, BOOST RUN, PUBCO AND THE BUSINESS COMBINATION. Shareholders will be able to obtain
copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, 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
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 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 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 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.
Participants
in the Solicitation
Willow
Lane, Boost Run 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, will be 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
Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the Business Combination. 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 offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act 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 December 15, 2025. |
| 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:
December 15, 2025 |
|
|
