EX-99.1 2 ex99-1.htm EX-99.1 Exhibit 99.1 AMENDED AND RESTATED TRANSFER AGREEMENT This Amended and Restated Transfer Agreement (this “ Agreement ”), dated as of April 24, 2026, is entered into by and between (i) WILLOW LANE SPONSOR, LLC, a Delaware limited liability company (the “ Sponsor ”) and the sponsor of Willow Lane Acquisition Corp., a Cayman Islands exempted company (the “ SPAC ”), and (ii) GOODRICH ILMJS LLC, a Delaware limited liability company (the “ Transferee ”). WHEREAS, the SPAC and Boost Run Holdings, LLC, a Delaware limited liability company (together with its subsidiaries to the extent reasonably applicable, the “ Company ”), are entering into a business combination (the “ Business Combination ”), the terms and conditions of which are set forth in that certain business combination agreement dated September 15, 2025, as amended, by and among the SPAC, the Company and the other parties named therein (the “ Business Combination Agreement ”); WHEREAS, in connection with the Business Combination, the Sponsor wishes to transfer to the Transferee, and the Transferee wishes to acquire from the Sponsor, certain interests held by the Sponsor in the SPAC; WHEREAS, i…
Open exhibit ↗Current Report · Items 8.01, 9.01 · 8-K
Willow Lane Acquisition Corp.
Other Events
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 com…
Company context
Recent company filings
- 15-12G filingJun 9, 2026
- 10-Q filingMay 15, 2026
- SCHEDULE 13G/A - filed by Magnetar Financial LLC regarding Willow Lane Acquisition Corp.May 13, 2026
- 25-NSE - filed by Nasdaq Stock Market LLC regarding Willow Lane Acquisition Corp.May 8, 2026
- SCHEDULE 13G - filed by TOMS Capital Investment Management LP regarding Willow Lane Acquisition Corp.May 7, 2026
Disclosure sections
Item 8.01Item 8.01 - Other Events
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 warrant value of the
4,007,222 Willow Lane Private Warrants is the same as the $2.91 closing price of the Willow
Lane Public Warrants on Nasdaq on March 12, 2026, the Record Date. The Sponsor is also a
party to the Transfer Agreement. Pursuant to the Transfer Agreement, the SPV shall purchase
from the Sponsor, within six (6) months after the Closing, 1,272,885 Founder Shares held
by the Sponsor and 1,101,986 Willow Lane Private Warrants held by the Sponsor, at a purchase
price for all such securities equal to $1.75 per Founder Share purchased. As a result, the
Sponsor is likely to be able to recoup its investment in Willow Lane, through its sale of
such securities to SPV or otherwise, and make a substantial profit on that investment, even
if shares of Pubco common stock lose significant value after the Closing. This means that
the Sponsor could earn a positive rate of return on its investment, even if the Public Shareholders
experience a negative rate of return in Pubco;
The
following updates the table under section “Consideration Received or to be Received by, and Securities Issued or to be Issued to,
the Sponsor, its Affiliates and Promoters” on the cover page and pages 43, 44 and 136 of the Proxy Statement.
Entity Interest Other
in Securities Consideration
──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Sponsor At Pursuant
Closing, the Sponsor will hold a total of 4,628,674 shares of Pubco Class A Common Stock, which will be issued in exchange for the to the Transfer Agreement, the SPV shall purchase from the Sponsor, within six (6) months after the Closing, 27.5% of the 4,628,674
Founder Shares purchased by the Sponsor prior to the Willow Lane IPO for an aggregate price of $25,000 (or $0.005 per share), assuming Founder Share held by the Sponsor and 27.5% of the 4,007,222 Willow Lane Private Warrants held by the Sponsor, at a purchase price
the SPV has not consummated its purchase of 27.5% of the 4,628,674 Founder Shares at $1.75 per Founder Share. The Sponsor may, on for all such securities equal to $1.75 per Founder Share purchased.
or before the Closing of the Business Combination, distribute to its constituent members some or all of the Founder Shares and Willow
Lane Private Warrants held by it in connection with applicable stock exchange listing requirements.
At The
Closing, the Sponsor will hold a total of 4,007,222 Pubco Private Warrants to purchase shares Sponsor and its affiliates are entitled to reimbursement for any out-of-pocket expenses incurred by them in connection with certain
of Pubco Class A Common Stock, which will be issued in exchange for Willow Lane Private Warrants activities on Willow Lane’s behalf, such as identifying, investigating, negotiating and completing a business combination.
purchased by the Sponsor at the time of the Willow Lane IPO for an aggregate price of $4,007,222 If Willow Lane does not complete a business combination by the end of the Combination Period, Willow Lane may not have the cash necessary
(or $1.00 per warrant), assuming the SPV has not consummated its purchase of 27.5% of the to reimburse these expenses. As of the date of this proxy statement/prospectus, none of the Sponsor or its affiliates has incurred
4,007,222 Willow Lane Private Warrants. any such expenses which would be reimbursed at the Closing.
If
any Working Capital Loans have been issued by the Sponsor and remain unpaid prior to Closing, up to $1,500,000 of such Working Capital
Loans may be convertible into Pubco Private Warrants at the Closing, would, if not so converted, be repaid at the Closing; provided
that, as of the date of this proxy statement/prospectus, there are no such Working Capital Loans outstanding.
Assuming
(x) the SPV has not consummated its purchase of 27.5% of the Founder Shares or Willow Lane
Private Warrants held by the Sponsor, upon the Closing, and (y) all $1,500,000 of Working
Capital Loans are drawn down and converted into Working Capital Warrants of Pubco, at Closing
the Sponsor will hold an aggregate of 10,135,896 shares of Pubco Class A Common Stock, consisting
of (i) 4,628,674 shares of Pubco Class A Common Stock, which will be issued in exchange for
the Founder Shares purchased by the Sponsor prior to the Willow Lane IPO; (ii) 4,007,222
shares of Pubco Class A Common Stock underlying the Pubco Private Warrants, which will be
issued in exchange for Willow Lane Private Warrants purchased by the Sponsor at the time
of the Willow Lane IPO; and (iii) 1,500,000 shares of Pubco Class A Common Stock underlying
the Working Capital Warrants issuable upon conversion of the Working Capital Loans. The issuances
of all of such shares of Pubco Class A Common Stock to the Sponsor are being registered pursuant
to the registration statement of which this proxy statement/prospectus forms a part.
Additionally,
pursuant to the Earnout Agreement, the Sponsor may earn up to 1,125,000 Sponsor Earnout Shares based on the performance of Pubco
Class A Common Stock during the three-year period following the Closing. Such shares have not been registered and will be subject
to certain registration rights. For more information about holders of Pubco common stock that are entitled to registration rights,
see “Securities Eligible for Future Sale – Registration Rights.”
Willow Directors Each
Lane Directors and Officers and officers of Willow Lane hold indirect interest in the Founder Shares held directly by of B. Luke Weil and Rayne Steinberg of Willow Lane is expected to serve as a director of Pubco after the Closing. As such, in the
the Sponsor. Willow Lane’s Chief Financial Officer, George Peng, holds an indirect future, Messrs. Weil and Steinberg may receive cash or equity compensation for their services as directors of Pubco.
interest in 101,250 Founder Shares through membership interests in the Sponsor and the Treasurer
and Director of Business Development, Marjorie Hernandez, holds an indirect interest in 45,000
Founder Shares through membership interests in the Sponsor. In addition, certain independent
directors of Willow Lane have received for their services as a director an indirect interest
in Founder Shares through membership interests in the Sponsor: Mauricio Orellana holds an
indirect interest in 35,000 Founder Shares through membership interests in the Sponsor, Robert
Stevens holds an indirect interest in 50,000 Founder Shares through membership interests
in the Sponsor and Rayne Steinberg holds an indirect interest in 35,000 Founder Shares through
membership interests in the Sponsor.
Pursuant
to the Weil Consulting Agreement, Pubco has engaged B. Luke Weil, Chairman and Chief Executive Officer of Willow Lane, to provide
advice as needed with respect to business strategy and corporate governance and to use his reasonable efforts to introduce Pubco
to clients and investors, commencing on the first business day following the day of the Closing and agreed to grant 336,000 shares
of Pubco Class A Common Stock, subject to price-based vesting from the date of the Closing.
The
following updates the definition of “Transfer Agreement” on the page 7 of the Proxy Statement.
“ Transfer
Agreement ” means the transfer agreement between the Sponsor and SPV, entered into on September 15, 2025 and amended and restated
on April 24, 2026.
The
following updates the last bullet point regarding “Transfer Agreement, Earnout Agreement and Weil Consulting Agreement” on
pages 32 and 114 of the Proxy Statement.
Transfer
Agreement, Earnout Agreement and Weil Consulting Agreement. Simultaneously with the
execution of the Business Combination Agreement, and in connection with the execution of
the Earnout Agreement described below, the Sponsor and the SPV entered into a Transfer Agreement,
which provides that the SPV shall purchase from the Sponsor, within six (6) months after
the Closing, 27.5% of the 4,628,674 Class B ordinary shares of Willow Lane held by the Sponsor
and 27.5% of the 4,007,222 warrants to purchase Willow Lane held by the Sponsor, at a purchase
price for all such securities equal to $1.75 per Founder Share purchased.
The
following updates the footnotes (4) and (5) to the table under “Post-Business Combination Beneficial Ownership Table of Pubco”
on page 243 of the Proxy Statement.
(Assuming No Redemptions by Willow Lane Shareholders) (Assuming 100% Redemptions by Willow Lane Shareholders)
Name and Address of Beneficial Owner(1) Shares of Class A Common Stock % of Class Shares of Class B Common Stock % of Class Voting Power Shares of Class A Common Stock % of Class Shares of Class B Common Stock % of Class Voting Power
Directors and Officers
Andrew Karos 29,533,018 (2) 48.08% 29,533,018 100% 90.25% 29,533,018 (2) 60.54% 29,533,018 100% 93.88%
Erik Guckel - - - - - - - - - -
Harry Georgakopoulos 8,016,095 25.13% - - 2.45% 8,016,095 41.65% - - 2.55%
Sean Goodrich (3)(5) 2,065,385 6.48% - - * 2,065,385 10.73% - - *
B. Luke Weil(4) 4,628,674 14.51% - - 1.41% 4,628,674 24.05% - - 1.47%
Ryan Burke 792,500 2.48% - - * 792,500 4.12% - - *
Jeffrey Kleinops - - - - - - - - - -
All directors and officers as a group (seven individuals) 43,762,787 71.24% 29,533,018 100% 94.60% 43,762,787 89.72% 29,533,018 100% 98.41%
Other 5% Shareholders
Willow Lane Sponsor, LLC(4) 4,628,674 14.51% - - 1.41% 4,628,674 24.05% - - 1.47%
Goodrich ILMJS LLC (5) 1,577,829 (6) 4.90% - - * 1,272,885 (7) 6.61% - - *
Magnetar Financial LLC(8) 1,250,000 3.92% - - * 1,250,000 6.49% - - *
Islet Management, LP(9) 1,153,200 3.62% - - * 1,153,200 5.99% - - *
Daniel Gormley-Rahn 2,531,397 7.94% - - 0.77% 2,531,397 13.15% - - 0.80%
Tynan Wilke 2,109,492 6.61% - - 0.64% 2,109,492 10.96% - - 0.67%
*Less
than 1%
(1) Unless
otherwise noted, the business address of each of the following entities or individuals is c/o Boost Run Inc., 5 Revere Drive, Suite
200, Northbrook, IL 60062.
(2) Consists
of 29,533,018 shares of Pubco Class A Common Stock which may be issued upon the conversion of 29,533,018 shares of Pubco Class B
Common Stock.
(3) Includes
792,500 shares of Pubco Class A Common Stock which are directly held by Mr. Goodrich.
(4) Willow
Lane Sponsor, LLC, is the record holder of such securities. Mr. Weil is the sole managing member of the Sponsor and holds voting
and investment discretion with respect to the shares of Pubco Class A Common Stock held of record by the Sponsor. Mr. Weil disclaims
any beneficial ownership of the securities held by Willow Lane’s Sponsor other than to the extent of any pecuniary interest
he may have therein, directly or indirectly. The Sponsor is attributed beneficial ownership over the 1,272,885 shares of Pubco
Class A Common Stock and 1,101,986 Pubco Private Warrants which may be transferred pursuant to the Amended and Restated
Transfer Agreement. Excludes (i) 4,007,222 shares of Pubco Class A Common Stock which are issuable upon the exercise
of 4,007,222 Pubco Private Warrants and (ii) 336,000 shares of Pubco Class A Common Stock to Mr. Weil and/or his affiliates
pursuant to the Weil Consulting Agreement.
(5) Goodrich
ILMJS LLC is attributed beneficial ownership over the 1,272,885 shares of Pubco Class
A Common Stock and 1,101,986 Pubco Private Warrants which may be transferred pursuant to
the Amended and Restated Transfer Agreement. Mr. Goodrich is the managing member of Goodrich
ILMJS LLC and holds and holds voting and investment discretion with respect to the shares
of Pubco Class A Common Stock held of record by Goodrich ILMJS LLC. Mr. Goodrich disclaims
any beneficial ownership of the securities held by Goodrich ILMJS LLC other than to the extent
of any pecuniary interest he may have therein, directly or indirectly.
(6) Includes 304,944 shares of Pubco
Class A Common Stock and shares underlying 304,944 Pubco Private Warrants and excludes 797,042 shares of Pubco Class A Common Stock
and shares underlying 797,042 Pubco Private Warrants from the Sponsor that the SPV may acquire pursuant to the Amended and Restated
Transfer Agreement after the Closing in accordance with the terms of the Pubco Private Warrants.
(7) Excludes 1,101,986 shares of
Pubco Class A Common Stock and shares underlying 1,101,986 Pubco Private Warrants from the Sponsor that the SPV may acquire pursuant
to the Amended and Restated Transfer Agreement after the Closing in accordance with the terms of the Pubco Private Warrants.
(8) The
reported position is according to a Schedule 13G filed with the SEC on January 29, 2025 by (i) Magnetar Financial LLC, a Delaware
limited liability company (“Magnetar Financial”), (ii) Magnetar Capital Partners LP, a Delaware limited partnership
(“Magnetar Capital Partners”), (iii) Supernova Management LLC, a Delaware limited liability company (“Supernova
Management”), and (iv) David J. Snyderman, a citizen of the United States (“Mr. Snyderman,” collectively
with Magnetar Financial, Magnetar Capital Partners and Supernova Management, the “Magnetar Parties”), in connection
with Public Shares held for the following funds (collectively, the “Magnetar Funds”): (a) Magnetar Constellation
Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Purpose Alternative Credit Fund Ltd, all Cayman Islands
exempted companies and (b) Magnetar Structured Credit Fund, LP, a Delaware limited partnership and Magnetar Alpha Star Fund LLC,
Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund-T LLC, all Delaware limited liability companies. Magnetar Financial
serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over
the Public Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding
company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova
Management is Mr. Snyderman. The principal business address of each of the Magnetar Parties is 1603 Orrington Avenue, 13th Floor,
Evanston, Illinois 60201.
(9) The
reported position is according to a Schedule 13G filed with the SEC on December 2, 2025 by (i) Islet Management LP, organized
under the laws of the State of Delaware (“Islet”) and (ii) Joseph Samuels, a citizen of the United States. Joseph
Samuels is the Chief Executive Officer and Chief Investment Officer of Islet. The principal business address of each of the parties
above is 590 Madison Avenue, 27th Floor, New York, New York 10022.
The
following updates the description of “Transfer Agreement” under “Certain Relationships and Related Party Transactions”
on page 250 of the Proxy Statement.
Transfer
Agreement
On
September 15, 2025, the Sponsor entered into the Transfer Agreement with the SPV. Pursuant to the Transfer Agreement, the SPV shall purchase
from the Sponsor 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, for an the
aggregate purchase price of $2,227,548.75. On April 24, 2026, the Sponsor and the SPV amended and restated 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 a post-Closing registration statement registering the resale of the subject
securities, provided that the applicable lock-up period for such transferred securities has also expired. Prior to the consummation of
such purchase, the subject securities will be placed in an escrow account administered by Continental Stock Transfer & Trust Company.
The
following updates the description of the post-Closing ownership of relevant parties on the cover page and pages 13, 33 and 98 of the
Proxy Statement.
Upon
the completion of the Business Combination, and assuming, among other things, that no Public Shareholders (as defined below) of
Willow Lane exercise redemption rights with respect to their Public Shares (as defined below) upon completion of the Business
Combination, that the SPV has completed its purchase of 1,272,885 shares of Pubco Class A Common Stock and 1,101,986 Pubco Warrants
from the Sponsor at the Closing pursuant to the Amended and Restated Transfer Agreement, that no shares of Pubco Class B
Common Stock are converted into shares of Pubco Class A Common Stock, and that no shares of Pubco common stock are issued
pursuant to the Boost Run 2025 Incentive Award Incentive Plan, as amended from time to time, to become effective upon the Closing
(the “ Incentive Plan ”), (i) the Public Shareholders, (ii) the Sponsor, and (iii) the Sellers and the
SPV, in each case, will own approximately 39.7%, 10.5% and 49.8% of the issued and outstanding shares of Pubco common
stock, respectively. Percentages may not sum to 100 percent due to rounding.
The
following adds the description of the amendment to the Transfer Agreement under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations of Willow Lane - Recent Developments” on page 199 of the Proxy Statement.
Amendment
to Transfer Agreement
On
April 24, 2026, the Sponsor and the SPV amended and restated the 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 a post-Closing registration statement registering the resale of the subject securities, provided that the applicable lock-up
period for such transferred securities has also expired. Prior to the consummation of such purchase, the subject securities will be placed
in an escrow account administered by Continental Stock Transfer & Trust Company.
Lock-Up
Provisions
The
following updates the description of “Lock-up Provisions and Agreements” under “Securities Eligible for Future Sale”
on page 250 of the Proxy Statement.
Pursuant
to the Letter Agreement, the Sponsor and the Willow Lane’s directors and officers have agreed not to transfer, assign or sell any
of their Founder Shares and any Willow Lane Class A Ordinary Shares issued upon conversion thereof until the earlier to occur of (i)
six months after the completion of the initial Business Combination or (ii) the date on which the Willow Lane completes a liquidation,
merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Willow Lane’s
shareholders having the right to exchange their Willow Lane Class A Ordinary Shares for cash, securities or other property. Notwithstanding
the foregoing, if (x) the closing price of the Willow Lane Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for
share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing after the initial Business Combination or (y) if Willow Lane consummates a transaction after the initial Business
Combination that results in the Willow Lane’s shareholders having the right to exchange their shares for cash, securities or other
property, the Founder Shares will be released from the lock-up.
Simultaneously
with the execution of the Business Combination Agreement, Willow Lane, Pubco, Boost Run and the underwriter of the Willow Lane IPO, on
the one hand, and the Sponsor and Willow Lane’s directors and officers, on the other hand, entered into the Insider Letter Amendment
that was entered into in connection with Willow Lane’s IPO to (i) add Pubco and Boost Run as parties to the Insider Letter, (ii)
revise the terms of the Insider Letter to reflect the contemplated Business Combination, including the issuance of Pubco securities in
exchange for Willow Lane securities, and have Pubco assume and be assigned the rights and obligations of Willow Lane under the Insider
Letter, (iii) amend the terms of the lock-up set forth in the Insider Letter to conform with the lock-up terms in the Lock-Up Agreements
described above, and (iv) release from lock-up restrictions 10% of the 4,628,674 shares of Pubco common stock to be issued upon conversion
of the Founder Shares pursuant to the Business Combination, subject to and contingent upon the Closing and upon approval of the Insider
Letter Amendment Proposal by Willow Lane Shareholders at the Meeting.
Quorum
and Votes Needed
The
following updates the description of quorum on pages 19, 39 and 116 of the Proxy Statement.
A
quorum of Willow Lane Shareholders is necessary to hold a valid meeting. The holders of at least one-third of the Willow Lane Ordinary
Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative
or proxy shall be a quorum. As of the Record Date, Willow Lane Shareholders holding 5,759,559 Willow Lane Ordinary Shares would be required
to achieve a quorum at the Meeting. In addition to the Willow Lane Ordinary Shares held by the Sponsor, which represent approximately
26.79% of the issued and outstanding Willow Lane Ordinary Shares and which will count towards this quorum, Willow Lane will need only
Public Shareholders holding 1,130,885 Willow Lane Ordinary Shares, or 8.94%, of the 12,650,000 Public Shares represented in person (including
via the virtual meeting platform) or by proxy at the Meeting to have a valid quorum.
The
following updates the description of votes needed from public shareholders on the cover page and pages 18, 19, 40 and 116 of the Proxy
Statement.
The
Sponsor currently holds 4,628,674 Willow Lane Class B Ordinary Shares, representing 26.79% of the issued and outstanding Willow Lane
Ordinary Shares, in favor of each of the Proposals. As a result, with respect to each Proposal that require approval of Willow Lane Shareholders
by an ordinary resolution, in addition to the Sponsor’s Willow Lane Ordinary Shares, Willow Lane would need only 4,010,664, or
31.70%, of the 12,650,000 Public Shares (assuming all issued and outstanding Willow Lane Ordinary Shares are voted at the Meeting), and
would not need any Public Shares (assuming a minimum number of Willow Lane Ordinary Shares to achieve a quorum are voted at the Meeting),
to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval
of Willow Lane Shareholders by a special resolution, in addition to the Sponsor’s Willow Lane Ordinary Shares, Willow Lane would
need only 6,890,443, or 54.47%, of the 12,650,000 Public Shares (assuming all issued and outstanding Willow Lane Ordinary Shares are
voted at the Meeting), and would not need any Public Shares (assuming a minimum number of Willow Lane Ordinary Shares to achieve a quorum
are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved.
Additional
Information and Where to Find It
Willow
Lane, Boost Run and Pubco have filed relevant materials with the Securities and Exchange Commission (the “SEC”), including
the Registration Statement on Form S-4 (the “Registration Statement”), which includes a proxy statement of Willow Lane and
a prospectus in connection with Business Combination, referred to as a proxy statement/prospectus. The definitive proxy statement and
other relevant documents have been mailed to shareholders of Willow Lane as of a record date established for voting on Willow Lane’s
proposed Business Combination with Boost Run. SHAREHOLDERS OF WILLOW LANE AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE,
THE REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT AND AMENDMENTS THERETO, THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH WILLOW LANE’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY
GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT WILLOW LANE, BOOST RUN, PUBCO AND THE BUSINESS COMBINATION. Shareholders will be able to obtain copies of the Registration Statement
and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request
to: Willow Lane Acquisition Corp., 250 West 57th Street, Suite 415, New York, NY 10107; or Boost Run, LLC, 5 Revere Drive, Suite 200
Northbrook, IL 60062.
Forward-Looking
Statements
This
Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination,
including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Boost Run and the Business
Combination. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “may,” “will,” “expect,” “continue,” “should,”
“would,” “anticipate,” “believe,” “seek,” “target,” “predict,”
“potential,” “seem,” “future,” “outlook” or other similar expressions that predict or
indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that
a statement is not forward-looking. These forward-looking statements include, but are not limited to, references with respect to the
anticipated benefits and timing of the completion of the Business Combination and related transactions; statements about Boost Run’s
new and expanded commercial relationships; statements about Boost Run’s market opportunity and the potential growth of that market;
Boost Run’s strategy, outcomes and growth prospects; trends in Boost Run’s industry and markets; the competitive environment
in which Boost Run operates; and the ability for Boost Run to raise funds to support its business. These statements are based on various
assumptions, whether or not identified in this Form 8-K, and on the current expectations of Boost Run’s and Willow Lane’s
management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only
and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many actual events and circumstances are beyond the control of Boost Run and Willow Lane.
These
forward-looking statements (including projections) are predictions, and other statements about future events or conditions that are based
on current expectations, estimates and assumptions and,