Willow Lane Acquisition Corp. Amends Transfer Agreement Amidst Major Business Combination

Key Highlights

• Amended and Restated Transfer Agreement: Willow Lane Sponsor, LLC (“Sponsor”) and Goodrich ILMJS LLC (“Transferee”) have entered into an amended and restated transfer agreement, effective April 24, 2026. This agreement supersedes the original transfer agreement dated September 15, 2025, and introduces modifications regarding the timeframe for the consummation of the securities transfer.
• Business Combination Catalyst: The transfer agreement is directly connected to the pending business combination between Willow Lane Acquisition Corp. (“SPAC”) and Boost Run Holdings, LLC (“Company”). The terms of the combination were set forth in the business combination agreement dated September 15, 2025, and amended thereafter.
• Significant Securities Transfer: The Sponsor will transfer 1,272,885 Class B ordinary shares (“Founder Shares”) and 1,101,986 private placement warrants, representing 27.5% of the Sponsor’s current holdings in each category, to Goodrich ILMJS LLC.
• Purchase Price Set: The aggregate purchase price for the transfer is \$2,227,548.75, equating to \$1.75 per Founder Share (with warrants included at no extra charge).
• Escrow and Payment Mechanics: The transfer securities will be held in escrow by Continental Stock Transfer & Trust Company until the purchase price is paid. If the purchase price is not paid by the specified deadline, the securities will revert to the Sponsor.
• Critical Deadlines: The “Purchase Deadline” is defined as the earlier of (i) six months after the closing of the business combination or (ii) fifteen calendar days after the effective date of the registration statement for the resale of the transfer securities, provided the lock-up period for such securities has expired.
• Lock-up Restrictions: The transferred interests are subject to pre-existing lock-up provisions, in line with the Letter Agreement dated November 7, 2024, as amended September 15, 2025.
• Accredited Investor Representation: The transferee has represented that it is an accredited investor and is acquiring the securities for investment purposes only, not for immediate resale.
• Termination Clause: The agreement will terminate automatically if the business combination does not close, or by mutual written consent at any time.
• Legal Jurisdiction: The agreement is governed by New York law, with exclusive jurisdiction in New York courts, and includes a waiver of jury trial rights.

Investor Impact and Potential Price Sensitivity

• Large-Scale Equity and Warrant Transfer: The transfer of over a quarter of the Sponsor’s founder shares and private placement warrants to an external investor is substantial. This could signal confidence in the business combination with Boost Run Holdings, LLC and may alter the balance of voting power and influence within the SPAC.
• Structured Escrow Mechanism: The use of escrow and a strict payment deadline introduces certainty and transparency to the transaction, but also means that if the purchase price is not paid on time, the securities will not change hands. Investors should monitor for any developments regarding the consummation of this transfer.
• Link to Business Combination: The transfer is contingent on the successful closing of the SPAC’s business combination with Boost Run Holdings, LLC. Investors should be alert to any updates on the deal’s progress, as failure to close would nullify the transfer agreement and could affect market sentiment.
• Lock-up Expiry and Secondary Market Implications: The transfer is also linked to the expiration of lock-up periods and the effective date of a registration statement for resale. Once these restrictions lift, a significant block of shares and warrants could potentially enter the market, impacting liquidity and possibly share price volatility.
• Regulatory and Legal Considerations: The enforceability of the agreement is subject to standard limitations based on bankruptcy and equitable remedies, and all parties have represented full authority to enter this agreement.

Comprehensive Details of the Agreement

• Securities Involved:
  • 1,272,885 Class B ordinary shares (Founder Shares) representing 27.5% of the Sponsor’s holdings.
  • 1,101,986 private placement warrants, also 27.5% of Sponsor’s holdings.
• Aggregate Purchase Price: \$2,227,548.75.
• Escrow Mechanism: Securities held by Continental Stock Transfer & Trust Company until payment; immediate return to Sponsor if payment not made on time.
• Purchase Deadline: Earlier of six months from business combination closing or fifteen days post-effective date of the resale registration statement (subject to lock-up expiry).
• Transfer Restrictions: The transferee must agree in writing to be bound by existing transfer restrictions from the Lock-up Agreement.
• Termination Provisions: Null and void if the business combination fails or by mutual written consent.
• Governing Law and Jurisdiction: State of New York; exclusive jurisdiction in New York courts; waiver of jury trial.
• Signatories:
  • B. Luke Weil (Willow Lane Sponsor, LLC)
  • Sean Goodrich (Goodrich ILMJS LLC)
  • Erik Guckel (Boost Run Holdings, LLC, acknowledged)

Conclusion

The amended and restated transfer agreement between Willow Lane Sponsor, LLC and Goodrich ILMJS LLC, in the context of the significant business combination with Boost Run Holdings, LLC, represents a major development for Willow Lane Acquisition Corp.’s shareholders. The transfer of a notable proportion of founder shares and private placement warrants, together with the contingent escrow structure and tight deadlines, could have material implications for the company’s ownership structure, voting dynamics, and potential future share price movements. Investors should stay alert to further announcements regarding the closing of the business combination, expiry of lock-up periods, and effectiveness of resale registration statements, all of which could trigger significant market activity.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with their financial advisors before making any investment decisions. The information herein is based on publicly available documents and may be subject to change.

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