Willow Lane Acquisition Corp.

false 0002032379 0002032379 2026-04-24 2026-04-24 0002032379 WLAC:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember 2026-04-24 2026-04-24 0002032379 WLAC:ClassOrdinarySharesParValue0.0001PerShareMember 2026-04-24 2026-04-24 0002032379 WLAC:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-04-24 2026-04-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 24, 2026 WILLOW LANE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-42400 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: 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. 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 may be amended or restated from time to time, the “Business Combination Agreement”) with Boost Run Inc., a Delaware corporation (“Pubco”), Boost Run Holdings, LLC, a Delaware limited liability company (“Boost Run”), and other parties named therein for a proposed business combination (the “Business Combination”). As previously disclosed, an extraordinary general meeting of the shareholders of Willow Lane will be held on April 30, 2026 to approve the Business Combination, which includes voting on the proposals described in the definitive proxy statement/prospectus, filed by Willow Lane on April 9, 2026 (the “Proxy Statement”) in order to consummate the Business Combination. Transfer Agreement As previously disclosed, simultaneously with the execution of the Business Combination Agreement, Willow Lane Sponsor, LLC (the “Sponsor”) and Goodrich ILMJS LLC (the “SPV”) entered into a Transfer Agreement (the “Original Transfer Agreement”) providing that the SPV has agreed to purchase from the Sponsor, immediately prior to the closing of the Business Combination (the “Closing”), 27.5% of the 4,628,674 Class B ordinary shares of Willow Lane (the “Founder Shares”) held by the Sponsor and 27.5% of the 4,007,222 warrants to purchase Willow Lane ordinary shares held by the Sponsor, at a purchase price for all such securities (the “Transfer Securities”) equal to $1.75 per Founder Share purchased. On April 24, 2026, the Sponsor and the SPV entered into an Amended and Restated Transfer Agreement (the “Amended and Restated Transfer Agreement”) to amend and restate the Original Transfer Agreement to provide that, among other things, such purchase shall be completed on or before the six (6) month anniversary of the Closing. Specifically, the purchase shall be effected on or before the earlier of: (i) the six (6) month anniversary of Closing; and (ii) the fifteenth (15th) calendar day after the effective date of post-Closing registration statement registering the resale of the Transfer Securities, provided that the applicable lock-up period for such Transfer Securities has also expired. Prior to the consummation of such purchase, the Transfer Securities will be placed in an escrow account administered by Continental Stock Transfer & Trust Company. A copy of the form of the Amended and Restated Transfer Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Supplemental Disclosures to Proxy Statement In view of the parties’ entry into the Amended and Restated Transfer Agreement, Willow Lane has determined to supplement certain information contained in the Proxy Statement (the “Supplemental Disclosures”). Except as otherwise set forth below, the information set forth in the Proxy Statement remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Proxy Statement. The following Supplemental Disclosures should be read in conjunction with the Proxy Statement, which should be read in its entirety. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. Underlined text shows text being added to a referenced disclosure in the Proxy Statement. Description of the Transfer Agreement The following updates the description of the Transfer Agreement on the cover page and pages 32 and 114 of the Proxy Statement. Simultaneously with the execution of the Business Combination Agreement, and in connection with the execution of the Earnout Agreement, the Sponsor and the SPV entered into a Transfer Agreement, providing that the SPV shall purchase from the Sponsor, within six (6) months after the Closing, 27.5% of the 4,628,674 Founder Shares held by the Sponsor and 27.5% of the 4,007,222 warrants to purchase Willow Lane ordinary shares held by the Sponsor, at a purchase price for all such securities equal to $1.75 per Founder Share purchased. The following updates the second bullet point under section “Interests of the Sponsor and Willow Lane’s Directors and Executive Officers in the Business Combination” or the answer to the question “Q: What interests do the Sponsor, Willow Lane’s directors and executive officers and their affiliates have in the Business Combination?” on the cover page and pages 20, 41 and 134 of the Proxy Statement. ● The Sponsor paid $25,000, or approximately $0.005 per share, for the 4,628,674 Founder Shares, and $4,007,222, or $1.00 per Willow Lane Private Warrant, for the 4,007,222 Willow Lane Private Warrants. The Sponsor paid $25,000, or approximately $0.005 per share, for the 4,628,674 Founder Shares, and $4,007,222, or $1.00 per Willow Lane Private Warrant, for the 4,007,222 Willow Lane Private Warrants. As of the date hereof, the aggregate value of such securities is estimated to be approximately $61.51 million, assuming (i) the per share value of the 4,628,674 Founder Shares is the same as the $10.77 closing price of the Class A Ordinary Shares on Nasdaq on March 12, 2026, the Record Date, and (ii) the per war