IPO and Financial Overview - The company completed its Initial Public Offering (IPO) on November 12, 2024, raising gross proceeds of $126.5 million from the sale of 12,650,000 Units at $10.00 per Unit[125]. - The company incurred $7,538,114 in IPO-related costs, which included $2,530,000 in cash underwriting fees and a Deferred Fee of up to $4,427,500[137]. - Underwriters exercised the Over-Allotment Option and purchased an additional 1,650,000 Option Units at $10.00 per Unit during the Initial Public Offering[149]. - The cash underwriting discount paid to underwriters was $2,530,000, which is 2.0% of the IPO Proceeds[150]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $785,531, primarily from interest earned on marketable securities held in the Trust Account[135]. - For the nine months ended September 30, 2025, the company achieved a net income of $3,241,207, with interest income from investments totaling $4,119,843[136]. - As of September 30, 2025, the company had cash and investments in the Trust Account amounting to $131,283,264, including $4,403,764 in interest income[140]. - As of September 30, 2025, the company had cash held outside the Trust Account of $561,174, primarily used for evaluating target businesses[142]. Business Combination and Future Plans - The company has until November 12, 2026, to complete its Business Combination, or it will cease operations and redeem Public Shares[128]. - The company entered into the Boost Run Business Combination Agreement on September 15, 2025, which involves merging with Boost Run and becoming a publicly traded company[130]. - The company may seek to extend the Combination Period by amending its Articles, which would require Public Shareholder approval[129]. Operational Challenges - The company expects to incur increased expenses as a result of being a public entity, including legal and financial reporting costs[134]. - The company has incurred significant costs in pursuit of acquisition plans and lacks financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[146]. Capital Structure and Liabilities - The company has no long-term debt, capital lease obligations, or long-term liabilities[147]. - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value[157]. - The company accounted for 6,325,000 Public Warrants and 5,145,722 Private Placement Warrants under equity treatment[159]. Regulatory and Compliance Matters - Holders of certain securities are entitled to registration rights, allowing them to demand registration for resale up to three times[151]. - The company’s Sponsor and directors waived rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed[152]. - Management does not believe any recently issued accounting standards will materially affect the financial statements[160].

Core Viewpoint - Boost Run, LLC is set to go public through a business combination with Willow Lane Acquisition Corp, aiming to leverage the growing demand for AI cloud infrastructure and high-performance computing solutions [1][2][3] Company Overview - Boost Run specializes in AI Cloud Infrastructure and high-performance computing, providing secure and production-ready infrastructure across various GPU architectures [2][3] - The company has established partnerships with major suppliers like Nvidia and Lenovo, enhancing its distribution capabilities [2][3] - Boost Run's platform allows for on-demand GPU compute, catering to enterprise, government, and regulated industries [2][3] Financial Projections - Boost Run anticipates over 250% revenue growth in 2025 compared to 2024, with adjusted EBITDA margins exceeding 75% and high teens free cash flow margins [2][3] - The transaction values the combined entity at $614 million post-money, with plans to utilize over $112 million in cash from Willow Lane's trust account for GPU purchases and software development [3][9] Leadership and Expertise - Andrew Karos, the founder and CEO of Boost Run, has a strong background in algorithmic trading and has previously led a successful trading firm, Blue Fire Capital, which generated over $500 million in revenues [3][4] - The senior management team at Boost Run includes experienced professionals from Blue Fire and Galaxy Digital, bringing expertise in hardware, software, and cybersecurity [5][6] Market Opportunity - The merger positions investors to capitalize on the emerging multi-cloud industry, as businesses increasingly seek secure and efficient AI computing solutions [3][6] - The demand for AI cloud infrastructure is expected to grow significantly, with over $145 billion in private capital raised for AI-specific applications since 2024 [6][9]

Part I. Financial Information [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements.) The company, a non-operational blank check entity, reported a $2.46 million net income for H1 2025 from trust account interest, with assets of $131.2 million primarily held in trust [Condensed Financial Statements](index=4&type=section&id=Condensed%20Financial%20Statements) Condensed Balance Sheet Highlights (Unaudited) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,121,801 | $1,368,608 | | Investments in Trust Account | $129,902,367 | $127,163,421 | | **Total Assets** | **$131,216,755** | **$128,753,770** | | **Liabilities & Equity** | | | | Total Liabilities | $4,511,581 | $4,504,272 | | Class A Ordinary Shares subject to possible redemption | $129,902,367 | $127,163,421 | | Total Shareholders' Deficit | ($3,197,193) | ($2,913,923) | Condensed Statement of Operations (Unaudited) | Account | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | General and administrative expenses | $162,835 | $305,907 | | Loss from operations | ($162,835) | ($305,907) | | Interest earned on Investments in Trust Account | $1,374,969 | $2,738,946 | | **Net income** | **$1,222,925** | **$2,455,676** | | Basic and diluted net income per share, Class A | $0.07 | $0.14 | Condensed Statement of Cash Flows (Unaudited) | Cash Flow Item | Six Months Ended June 30, 2025 | | :--- | :--- | | Net income | $2,455,676 | | Interest earned on Investments in Trust Account | ($2,738,946) | | **Net cash used in operating activities** | **($246,807)** | | Cash - Beginning of period | $1,368,608 | | **Cash - End of period** | **$1,121,801** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the company's formation, IPO proceeds, accounting policies for redeemable shares, related party transactions, and key commitments - The Company is a blank check company formed to effect a Business Combination and **has not commenced any operations** as of June 30, 2025[20](index=20&type=chunk)[21](index=21&type=chunk) - On November 12, 2024, the Company consummated its IPO of 12,650,000 units at $10,00 per unit, generating gross proceeds of **$126.5 million**[23](index=23&type=chunk)[28](index=28&type=chunk) - Class A Ordinary Shares subject to redemption are classified as temporary equity, with the redemption value increasing to **$129.9 million** as of June 30, 2025[54](index=54&type=chunk) - The Company pays an affiliate of the Sponsor **$10,000 per month** for office space and administrative support, totaling $60,000 for H1 2025[69](index=69&type=chunk) - The underwriters are entitled to a deferred underwriting discount of **$4,427,500** payable upon the completion of the Company's initial Business Combination[77](index=77&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses the company's non-operational status, with net income of $2.46 million for H1 2025 driven by trust interest, and sufficient working capital - The company's activities since inception have been limited to organizational activities, the IPO, and searching for a **Business Combination target**[104](index=104&type=chunk)[108](index=108&type=chunk) Results of Operations Summary | Period | Net Income | Key Drivers | | :--- | :--- | :--- | | **Three Months Ended June 30, 2025** | $1,222,925 | $1.37M interest income from Trust Account, offset by $162,835 in operating expenses | | **Six Months Ended June 30, 2025** | $2,455,676 | $2.74M interest income from Trust Account, offset by $305,907 in operating expenses | - As of June 30, 2025, the company had **$1.12 million in cash** for working capital and **$129.9 million** in cash and investments held within the Trust Account[114](index=114&type=chunk)[115](index=115&type=chunk) - The Sponsor may provide up to **$1.5 million in Working Capital Loans**, which can be converted into warrants at $1.00 per warrant upon a Business Combination[117](index=117&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk.) As a smaller reporting company, the company is not required to provide disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is **not required to provide** quantitative and qualitative disclosures about market risk[130](index=130&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025 - Based on an evaluation conducted by management, the company's principal executive officer and principal financial officer concluded that the disclosure controls and procedures were **effective** as of June 30, 2025[132](index=132&type=chunk) Part II. Other Information [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings.) The company is not aware of any material pending or contemplated litigation - There is **no material litigation** currently pending or contemplated against the company or its officers and directors[136](index=136&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors.) Key risks include impacts from international trade policies and the potential for Nasdaq delisting if a business combination is not completed by November 2027 - Changes in **international trade policies and tariffs** could negatively impact the search for a suitable business combination target or the future performance of a post-combination company[138](index=138&type=chunk)[140](index=140&type=chunk) - The company's securities face **suspension and delisting** from Nasdaq if a business combination is not completed by November 7, 2027, in accordance with Nasdaq's 36-month requirement for SPACs[142](index=142&type=chunk)[143](index=143&type=chunk)[145](index=145&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) No unregistered sales of equity securities occurred, and the use of IPO proceeds remains unchanged - There were **no unregistered sales** of equity securities in the reported period[147](index=147&type=chunk) - There has been **no material change** in the planned use of proceeds from the IPO and Private Placement as described in the IPO Registration Statement[148](index=148&type=chunk) [Other Information](index=34&type=section&id=Item%205.%20Other%20Information.) No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - **No directors or officers** adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025[152](index=152&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits.) This section lists filed exhibits, including officer certifications and Inline XBRL data files - The report includes exhibits such as **CEO and CFO certifications** (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101 series)[154](index=154&type=chunk)

Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $1,232,751, primarily from interest earned on marketable securities held in the Trust Account [110]. - As of March 31, 2025, the company had cash and marketable securities in the Trust Account totaling $128,527,398, which includes $1,647,898 of interest income [116]. - The company has no operating revenues to date and does not expect to generate any until after completing a Business Combination [109]. Initial Public Offering - The company completed its Initial Public Offering on November 12, 2024, raising gross proceeds of $126.5 million from the sale of 12,650,000 Units, including the full exercise of the Over-Allotment Option [113]. - The company incurred $7,538,114 in costs related to the Initial Public Offering, including $2,530,000 in cash underwriting fees and $4,427,500 in deferred underwriting fees [114]. Business Combination - The company may seek to extend the Combination Period by amending its Amended and Restated Charter, which would require approval from Public Shareholders [108]. - The company may need to obtain additional financing to complete its Business Combination or if a significant number of Public Shares are redeemed [120]. Debt and Financing - The company has no long-term debt or capital lease obligations as of March 31, 2025 [122]. - The company has the option to convert up to $1,500,000 of Working Capital Loans into warrants at a price of $1.00 per warrant at the lender's discretion [119]. Administrative Costs - The company has incurred $30,000 in fees for administrative services under an agreement with an affiliate of the Sponsor for the three months ended March 31, 2025 [123]. Regulatory Classification - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act and is not obligated to provide the detailed disclosures typically required for market risk [133].

IPO and Financing - The company completed its Initial Public Offering on November 12, 2024, raising gross proceeds of $126.5 million from the sale of 12,650,000 Units at $10.00 per Unit[27]. - An additional $5.145 million was raised through the private sale of 5,145,722 Private Placement Warrants, with each warrant exercisable at $11.50 per share[28]. - A total of $126,879,500 from the IPO and Private Placement proceeds has been placed in a Trust Account[29]. - The company has approximately $127.16 million available for a Business Combination as of December 31, 2024, excluding deferred fees and taxes[59]. - The Trust Account held $127,163,421 as of December 31, 2024, equating to approximately $10.05 per Public Share before taxes payable[84]. - The company generated gross proceeds of $126,500,000 from its Initial Public Offering by selling 12,650,000 Units at a price of $10.00 per Unit[156]. - A total of $126,879,500 was placed in the Trust Account after the IPO and Private Placement, with $7,538,114 incurred in related costs[170]. - As of December 31, 2024, the company had cash and marketable securities of $127,163,421 in the Trust Account, which includes $283,921 of interest income[172]. - The company had cash of $1,368,608 held outside the Trust Account as of December 31, 2024, primarily used for evaluating target businesses and due diligence[173]. Business Combination Strategy - The company must complete its initial Business Combination by November 12, 2026, which is 24 months from the IPO closing date[30]. - The company may pursue a Business Combination with an enterprise value of less than $1 billion, but is open to acquiring businesses of any size poised for growth[24]. - The company aims to acquire established businesses with valuations below $1 billion, positive EBITDA, and sustainable cash flows[50]. - The acquisition strategy focuses on businesses in consumer goods, gaming and leisure, and industrial manufacturing, leveraging the management team's sector expertise[50]. - The company seeks to complete its initial Business Combination with a target business that has a leading or niche market position, demonstrating competitive advantages[50]. - The company plans to structure the initial Business Combination to ensure post-transaction ownership of at least 50% of the target's voting securities[52]. - The company intends to utilize a combination of cash, debt, and equity securities for the initial Business Combination, providing flexibility in structuring the deal[59]. - The company may pursue additional mergers and acquisitions post-initial Business Combination to generate attractive risk-adjusted returns for shareholders[44]. - The company acknowledges potential conflicts of interest among its management team and directors regarding Business Combination opportunities[53]. - The company may seek additional financing for its initial Business Combination if the cash portion of the purchase price exceeds the amount available from the Trust Account[62]. - The company intends to target businesses with enterprise values greater than what can be acquired with the net proceeds of the Initial Public Offering and Private Placement[62]. - The management team has developed a broad network of contacts and corporate relationships, which is expected to provide a substantial number of potential initial Business Combination targets[67]. - The company has not contacted any previously considered target businesses but may do so if deemed attractive to shareholders[69]. - The company may engage finders to identify potential target businesses, with fees typically tied to the completion of a transaction[65]. - The company may continue to seek a Business Combination with a different target if the initial proposed Business Combination is not completed[104]. Shareholder Rights and Redemption - Public Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent, to prevent large block accumulations[97]. - The company will provide Public Shareholders the opportunity to redeem their Public Shares upon completion of the initial Business Combination, either through a general meeting or a tender offer[87]. - A quorum for the shareholder meeting will require at least one third of the issued and outstanding Ordinary Shares to be represented, with 3,487,534 Public Shares (31.7% of 11,000,000) needed for an Ordinary Resolution approval[90]. - If a Special Resolution is required, 5,991,690 Public Shares (54.47% of 11,000,000) must be voted in favor for the initial Business Combination to be approved[90]. - The amount in the Trust Account will be distributed to investors who redeem their Public Shares, not reduced by the Deferred Fee to underwriters[84]. - The company intends to require Public Shareholders to deliver their share certificates or electronically transfer their shares to the transfer agent prior to the redemption deadline[95]. - A nominal fee of approximately $100 may be charged by the transfer agent for the delivery of shares, which may be passed on to the redeeming holder by the broker[101]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[103]. - The company may not complete the initial Business Combination if the cash consideration required exceeds the available cash, and all Public Shares submitted for redemption will be returned[96]. Management and Governance - The Management Team has a track record of successfully closing five SPAC Business Combinations, enhancing their ability to identify and complete a Business Combination[25]. - The Management Team is led by CEO B. Luke Weil and CFO George Peng, with support from Advisor Lorne Weil[30]. - B. Luke Weil has been the Chief Executive Officer since July 2024 and has extensive experience in corporate development, previously serving as CEO of multiple acquisition corporations[201]. - George Peng has served as Chief Financial Officer since July 2024, with prior experience in financial roles at various companies, including a SPAC that acquired Ensysce Biosciences, Inc.[205]. - Marjorie (Maya) Hernandez has been the Treasurer and Director of Business Development since July 2024, with a background in currency strategy and macroeconomic analysis[206]. - The Board of Directors consists of four members, divided into three classes, with terms expiring at different annual general meetings[215]. - The Audit Committee is composed of independent directors, including Mr. Orellana as chairman, and all members are financially literate[220][221]. - The company has no material legal proceedings involving any director or executive officer[214]. - The Advisor, A. Lorne Weil, assists in sourcing and negotiating potential business combination targets without any formal advisory agreement[212]. - There are no family relationships among the directors and executive officers, except for Lorne Weil being the father of CEO Luke Weil[213]. Financial Performance and Risks - The company reported a net income of $116,890 for the period from July 3, 2024, through December 31, 2024, primarily from interest earned on marketable securities[167]. - The company incurred operating expenses of $167,031 during the same period, which included costs related to being a public company[167]. - The company has not paid any cash dividends on its Ordinary Shares and does not intend to do so prior to completing its initial Business Combination[152]. - The company has not engaged in any operations or generated revenues to date, focusing instead on organizational activities and identifying a target for a Business Combination[166]. - The company is subject to competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[117]. - The company is subject to risks related to international economic and political relationships, which could adversely affect its ability to identify potential targets for Business Combinations[141]. - The company has not encountered any cybersecurity incidents since its Initial Public Offering, but remains vulnerable to such risks[145]. - The company may face risks related to its status as a blank check company, including challenges in selecting a suitable business target and potential conflicts of interest among its officers and directors[129]. - The company may need to liquidate investments held in its Trust Account to avoid being deemed an investment company under the Investment Company Act, which could reduce the amount available for Public Shareholders upon redemption[135]. - The company has no outstanding Working Capital Loans as of December 31, 2024, and any future loans may be convertible into warrants at the lender's option[175]. - The company may need additional financing to complete its Business Combination or to cover redemptions of Public Shares, which could involve issuing additional securities or incurring debt[176]. Compliance and Regulatory Matters - The company has filed a Registration Statement on Form 8-A with the SEC, making it subject to Exchange Act regulations[122]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act[121]. - The company has received a tax exemption undertaking from the Cayman Islands government for a period of 30 years, exempting it from taxes on profits, income, gains, or appreciations[123]. - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies, allowing for extended transition periods[125]. - The company will remain an emerging growth company until it achieves total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares held by non-affiliates exceeds $700 million[126]. - The company is classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain market value or revenue thresholds are met[127]. - The Audit Committee has adopted a charter detailing its principal functions, including oversight of financial statement integrity and compliance with legal requirements[222]. - The committee is responsible for pre-approving all audit and non-audit services provided by the independent registered public accounting firm[222]. - Annual reviews of the independent registered public accounting firm's internal quality-control procedures are mandated, including any material issues raised in the last five years[222]. - The committee meets to review annual and quarterly financial statements with management and the independent registered public accounting firm[222]. - Related party transactions must be reviewed and approved by the committee prior to entering into such transactions[222]. - The committee reviews legal, regulatory, or compliance matters with management and legal advisors as appropriate[222]. - The committee advises the Board if the SEC Clawback Rule is triggered due to financial statement restatements[222].

As filed with the U.S. Securities and Exchange Commission on October 29, 2024. Registration No. 333-282495 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Willow Lane Acquisition Corp. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Address, including zip code, and telephone number, including area code, of registrant's principal ex ...

As filed with the U.S. Securities and Exchange Commission on October 3, 2024. Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Willow Lane Acquisition Corp. Registration No. 333- (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 250 We ...