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Willow Lane Acquisition Corp. is postponing its shareholder vote on the proposed business combination with Boost Run. The extraordinary general meeting, originally planned for April 8, 2026, is now scheduled for April 30, 2026, pending SEC effectiveness of the Registration Statement on Form S-4.
The record date for voting remains March 12, 2026, and the redemption deadline for Class A public shares is moved to 5:00 p.m. Eastern Time on April 28, 2026. The filing emphasizes that the SPAC merger has not yet closed and highlights extensive forward-looking risk factors around completing the transaction and Boost Run’s AI cloud infrastructure business.
Willow Lane Acquisition Corp., a Cayman Islands-based SPAC listed on Nasdaq, files its annual report describing its capital structure and proposed merger with Boost Run. The company raised $126.5 million in its IPO through 12,650,000 units at $10.00 each, plus 5,145,722 private placement warrants at $1.00 each, placing $126,879,500 in a trust account.
As of December 31, 2025, the redemption price was about $10.48 per public share, with 12,650,000 Class A and 4,628,674 Class B ordinary shares outstanding. Willow Lane must complete a business combination by November 12, 2026 or liquidate the trust.
The report details a signed Business Combination Agreement with Boost Run under which Boost Run’s sellers would receive an $8.5 million installment note, Pubco stock valued at $441,500,000 (at $10.00 per share), and up to 7,875,000 performance-based earnout shares tied to Pubco’s share price over three years. An amendment extended the outside closing date to June 30, 2026 and adjusted governance terms. Extensive lock-up, earnout, underwriting and consulting arrangements, together with anti-dilution protections on founder shares and warrants, mean public shareholders face potential dilution depending on redemptions, financing structures and post-merger performance.
Barclays PLC filed an amended Schedule 13G reporting beneficial ownership of 630,645 shares of Willow Lane Acquisition-CL A common stock, representing 4.98% of the class as of the event date.
Barclays has sole voting and sole dispositive power over all 630,645 shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Willow Lane Acquisition.
Willow Lane Acquisition Corp’s Class A shareholders received an ownership update from Canadian investment group K2 & its affiliates. The K2 Principal Fund, L.P. and related entities report beneficial ownership of 81,153 Class A ordinary shares, representing 0.64% of the class, with shared voting and dispositive power.
The filing notes that K2-related entities also hold 365,722 private placement warrants and 264,424 founder shares, which are structured to convert into Class A ordinary shares under the issuer’s SPAC terms. The group certifies the holdings are not intended to change or influence control of Willow Lane.
Willow Lane Acquisition Corp. is a Cayman Islands blank-check company formed July 3, 2024, that completed a successful IPO on November 12, 2024, selling 12,650,000 units at $10.00 each and placing $126.879 million into a Trust Account to fund an initial Business Combination. The Trust Account of $129.902 million is invested in short-term U.S. government money market securities and is presented as temporary equity subject to redemption by Public Shareholders.
For the three and six months ended June 30, 2025, the company reported net income of $1.2229 million and $2.4557 million, respectively, driven by interest income on Trust Account investments of $1.3750 million and $2.7389 million. Operating expenses were $162,835 and $305,907 for the three- and six-month periods. Cash outside the Trust was $1.1218 million and working capital was $1.1945 million, which management states is sufficient for at least one year. The balance sheet shows Class A shares subject to redemption recorded at a redemption value of $129.902 million, total liabilities of $4.5116 million including a deferred underwriting fee payable of $4.4275 million, and shareholders deficit of $(3.1972) million. The company has not commenced operations and will not generate operating revenue until completing a Business Combination.