Willow Lane Acquisition Corp. enters definitive agreement to merge with Boost Run Holdings

Willow Lane Acquisition Corp.

Total equity value of Boost Run at $441.5M; sellers receive Pubco common stock at $10.00/share plus $8.5M note.
Earnout shares up to 7,875,000 for CEO Andrew Karos based on Pubco stock price thresholds ($12.50, $15.00, $17.50) over 3 years.
Post-closing board: 2 designees from Willow Lane, 5 from Boost Run; CEO and CFO of Boost Run to continue.
Closing conditions include shareholder approvals, Nasdaq listing, and audited financials delivery within 45 days.
Lock-up for sellers: 6 months from closing, early release if VWAP >$12.00 for 20 of 30 trading days.

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