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 9, 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 9, 2026.
Boost
Run and Willow Lane Announce Effectiveness of Registration Statement in Connection with Proposed Business Combination
Extraordinary
General Meeting of Willow Lane Shareholders to Approve Business Combination Scheduled for April 30, 2026
Upon
Closing, Combined Company will be Named “Boost Run Inc.” and is Expected to be Listed on Nasdaq
Chicago,
Illinois & New York, New York – April 9, 2026 – Boost Run, LLC (the “Boost Run”), a rapidly growing provider
of AI Cloud Infrastructure and high performance compute (HPC), and Willow Lane Acquisition Corp. (“Willow Lane”) (Nasdaq:
WLAC), a publicly-traded special purpose acquisition company, today announced that the Securities and Exchange Commission (“SEC”)
has declared effective the Registration Statement on Form S-4 (as amended, the “Registration Statement”) in connection with
the proposed business combination (the “Business Combination”) entered into by Willow Lane and Boost Run on September 15,
2025.
This
filing marks an important step as Boost Run Inc. (“Pubco”), the surviving public company after the closing of the Business
Combination, nears its expected listing its shares of Class A common stock and warrants on the Nasdaq Stock Market LLC (“Nasdaq”)
under the proposed symbols “BRUN” and “BRUNW,” respectively.
“We
are pleased to reach this important milestone, giving greater clarity to the timeline of our public listing. As we continue to rapidly
expand our footprint in AI cloud infrastructure, the Business Combination gives us a public currency, further strengthens our balance
sheet, gives us greater capital flexibility and reinforces our position as a trusted partner in the ecosystem,” said Andrew Karos,
Chief Executive Officer of Boost Run.
Luke
Weil, Chief Executive Officer and Chairman of Willow Lane, commented: “Andrew and his team have built a business that is well-positioned
within an industry supported by long-term secular trends, and Boost Run has demonstrated its ability to capitalize on this growing demand
for AI cloud infrastructure. With the support of fellow shareholders at the upcoming general meeting, we believe the true potential of
Boost Run can be realized.”
Extraordinary
General Meeting to Approve Business Combination
Willow
Lane will hold an extraordinary general meeting of its shareholders at 10:00 a.m. ET on April 30, 2026, for Willow Lane shareholders
of record as of March 12, 2026, to approve proposals presented to the shareholders at the extraordinary general meeting related to the
Business Combination with Boost Run. A proxy statement containing the proposals to be presented at the extraordinary general meeting
has been or will be filed with the SEC; copies of the definitive proxy statement will also be mailed to Willow Lane shareholders of record
as of the record date.
Information
about how to attend the extraordinary general meeting and vote is set forth in the proxy statement. The Business Combination Agreement,
dated as of September 15, 2025 (as amended, the “Business Combination Agreement”) contains certain closing conditions customary
for transactions similar to the Business Combination, which have been satisfied or waived or which the parties expect to be satisfied
or waived. The Business Combination is expected to close shortly after the extraordinary general meeting.
Your
Vote is Important. Willow Lane shareholders are
urged to read carefully the proxy materials, including, among other things, the reasons for the unanimous recommendation by Willow Lane’s
board of directors that shareholders of record as of the record date vote “FOR” ALL PROPOSALS included in the proxy
statement in advance of the extraordinary general meeting.
The
extraordinary general meeting of Willow Lane shareholders will be held at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue
of the Americas, 11th Floor, New York, NY 10105 and virtually over the Internet by means of a live audio webcast at https://www.cstproxy.com/willowspac/2026.
Shareholders or their proxyholder will be able to attend and vote at the extraordinary general meeting by visiting https://www.cstproxy.com/willowspac/2026
and using a control number assigned by Continental Stock Transfer & Trust Company.
If
you have questions about the proposals or if you need additional copies of the proxy statement or a proxy card, you should contact Willow
Lane’s proxy solicitor at: Sodali & Co., 430 Park Ave, 14th Floor, New York, NY 10022, Tel: (800) 662-9400 or (203) 658-9400
(banks and brokers can call collect), Email: WLAC@info.sodali.com
Willow
Lane shareholders whose shares are held of record by a broker, bank, or other nominee should contact their broker, bank, or nominee to
ensure that their shares are voted. To obtain timely delivery of copies of proxy materials, Willow Lane shareholders must request the
materials no later than April 23, 2026.
Your
vote FOR ALL proposals is important, no matter how many or how few shares you own.
About
Boost Run
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 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 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 will be 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 CONTAINS OR 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
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; 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
