Willow Lane Acquisition amends Business Combination Agreement with Boost Run; extends outside date to June 30, 2026

Willow Lane Acquisition Corp.

Extended Outside Date to June 30, 2026; removed covenant requiring independent directors post-closing.
Earnout shares reallocated: Sponsor up to 1,125,000; SPV up to 1,968,750 (total 3,093,750).
Price targets for earnout: $12.50, $15.00, $17.50; each tier triggers 656,250 (SPV) and 375,000 (Sponsor) shares.
CEO B. Luke Weil gets consulting agreement for 336,000 Pubco shares vesting at $12, $14.50, $17 VWAP.
Craig-Hallum reduces deferred underwriting commission by $500k for participation rights in future financings.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Willow Lane Acquisition Corp. amended Amendment No. 1 to the Business Combination Agreement with Boost Run Inc., Benchmark Merger Sub I Inc., Benchmark Merger Sub II LLC, Boost Run Holdings, LLC, George Peng, Andrew Karos valued at Amendment No. 1 to the Business Combination Agreement (effective 2026-01-13).

Action: amendment
Agreement: merger
Counterparty: Boost Run Inc., Benchmark Merger Sub I Inc., Benchmark Merger Sub II LLC, Boost Run Holdings, LLC, George Peng, Andrew Karos
Value: Amendment No. 1 to the Business Combination Agreement
Effective: 2026-01-13

Exact text from the filing

On January 13, 2026, the parties to the Business Combination Agreement entered into Amendment No. 1 to the Business Combination Agreement (the “Amendment No. 1 to the Business Combination Agreement”), which amends the Business Combination Agreement to, among other things, extend the Outside Date (as defined in the Business Combination Agreement) to June 30, 2026, and remove the covenant that the post-closing Pubco board be comprised of a majority of directors who qualify as “independent” under Nasdaq rules.

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Source: SEC EDGAR

accession 0001493152-26-002040

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