Announcement • Sep 16
Boost Run, LLC entered into a Business Combination Agreement to acquire Willow Lane Acquisition Corp. (NasdaqGM:WLAC) from Willow Lane Sponsor, LLC and others in a reverse merger transaction.
Boost Run, LLC entered into a Business Combination Agreement to acquire Willow Lane Acquisition Corp. (NasdaqGM:WLAC) from Willow Lane Sponsor, LLC and others in a reverse merger transaction on September 15, 2025. The aggregate consideration to be paid in connection with the Business Combination will consist of (i) a number of newly issued shares of Pubco common stock equal to $44.15 million and $10 and an installment note in the initial principal amount of $8.5 million to be issued to Andrew Karos, Chief Executive Officer of Boost Run. In addition, Karos will have a contingent right to receive up to 7,875,000 newly issued shares of Pubco Class A common stock based on the performance of the Pubco Class A common stock during the three-year period after the Closing (the “Earnout Period”), in three equal tranches, subject to the following conditions. one-third of the Earnout Shares, if, within the Earnout Period, the VWAP of Pubco Class A common stock equals or exceeds $12.50 per share, subject to adjustments, for a period of at least 20 out of 30 consecutive trading days. one-third of the Earnout Shares, if, within the Earnout Period, the VWAP of Pubco Class A common stock equals or exceeds $15.00 per share, subject to adjustments, for a period of at least 20 out of 30 consecutive trading days, the remaining one-third of the Earnout Shares, if, within the Earnout Period, the VWAP of Pubco Class A common stock equals or exceeds $17.50 per share, subject to adjustments, for a period of at least 20 out of 30 consecutive trading days. In addition, each of (i) Willow Lane Sponsor, LLC, the sponsor of Willow Lane, and (ii) Goodrich ILMJS LLC will have a contingent right to receive 1,687,500 Earnout Shares based on the Share Price Targets in three equal tranches, subject to the same conditions described above with respect to the Earnout Shares to be paid to Karos.
The boards of directors of both Boost Run and Willow Lane have unanimously approved the proposed business combination, which is expected to close in the fourth quarter of 2025, subject to approval by Willow Lane shareholders and Boost Run members, and the satisfaction or waiver of customary closing conditions. Upon the closing of the proposed business combination, the combined company will be named Boost Run, Inc., and its common stock and public warrants are expected to be listed on The Nasdaq Stock Market and trade under the ticker symbols BRUN and BRUN WS, respectively, subject to approval by Nasdaq.
BTIG, LLC, Craig-Hallum Capital Group LLC, and D.A. Davidson & Co. are serving as capital markets advisors, Ellenoff Grossman & Schole LLP acting as legal advisor to Willow Lane. Winston & Strawn LLP acting as legal advisor to Boost Run. Riveron Consulting LLC is serving as the investor relations advisor on the transaction.
