Willow Lane Acquisition Corp. 8-K

What Happened

• On January 13, 2026 Willow Lane Acquisition Corp. filed an 8-K disclosing Amendment No. 1 to its Business Combination Agreement with Boost Run (Pubco/Boost Run Holdings). The amendment extends the transaction "Outside Date" to June 30, 2026 and removes the covenant requiring a post-closing Pubco board majority of directors who qualify as independent under Nasdaq rules.
• The filing also reports an amendment to the Earnout Agreement (reallocating potential earnout shares between the Sponsor and the SPV), a Consulting Agreement between Pubco and Willow Lane CEO/Chair B. Luke Weil (payable in performance-vested Pubco Class A shares), and a letter agreement with co-manager Craig‑Hallum that reduces a deferred underwriting commission in exchange for a participation right in future financings.

Key Details

• Business Combination amendment dated January 13, 2026: Outside Date extended to June 30, 2026; removal of post-closing Nasdaq-independent majority board covenant.
• Earnout Amendment: prior allocation of 1,687,500 newly issued Pubco Class A shares to each of the Sponsor and the SPV changed to Sponsor: up to 1,125,000 shares; SPV (Goodrich ILMJS LLC): up to 1,968,750 shares.
• Consulting Agreement with B. Luke Weil: 336,000 Pubco Class A shares granted subject to vesting in three tranches of 112,000 shares each upon VWAP targets of $12.00, $14.50 and $17.00 for 30 of 45 trading days; consultant acts as independent contractor and has similar registration rights as the Sponsor.
• Letter Agreement with Craig‑Hallum: co-manager reduces deferred commission by $500,000 in exchange for a 12‑month right to participate in Pubco subsequent financings (at least 10% economics of fees), expiring earlier if Craig‑Hallum receives $250,000 in fees.

Why It Matters

• The extension to June 30, 2026 gives Willow Lane and Boost Run more time to complete the proposed merger, reducing immediate risk of failing to meet the original deadline.
• Removing the covenant for a Nasdaq-independent majority on the post-closing board is a material governance change that could affect investor perceptions about board independence and Nasdaq listing requirements.
• Changes to earnout allocations and the consulting equity grant affect who may receive post-close equity and under what performance conditions, which can influence dilution and management incentives.
• The Craig‑Hallum arrangement reduces near-term cash outflow tied to Willow Lane’s IPO underwriting fees but links future underwriting economics to Pubco financings, which could affect future financing costs.

Shareholders will receive additional documents (S-4/proxy statement/prospectus) and should review the definitive proxy statement when filed for full details before voting.