Willow Lane Acquisition Corp. 8-K

What Happened

• Willow Lane Acquisition Corp. filed an 8-K on April 24, 2026 disclosing an amended and restated Transfer Agreement (originally executed Sept. 15, 2025) between Willow Lane Sponsor, LLC (the Sponsor) and Goodrich ILMJS LLC (the SPV). The amendment requires the SPV to complete its purchase of a portion of the Sponsor’s Founder Shares and private warrants on or before the earlier of (i) six months after the closing of the Business Combination with Boost Run or (ii) the 15th calendar day after the effective date of a post‑Closing registration statement (assuming the applicable lock‑up has expired). The filing accompanies a shareholder vote scheduled for April 30, 2026 on the Business Combination (proxy filed April 9, 2026).

Key Details

• Purchase terms: SPV will buy 27.5% of the Sponsor’s 4,628,674 Founder Shares (1,272,885 shares) and 27.5% of the Sponsor’s 4,007,222 warrants (1,101,986 warrants) at $1.75 per Founder Share purchased.
• Escrow and timing: The Transfer Securities will be placed in escrow (Continental Stock Transfer & Trust Company) until the purchase is effected (no later than six months post‑Closing or 15 days after a resale registration statement becomes effective and lock‑up expires).
• Sponsor economics and values: Sponsor originally paid $25,000 for all Founder Shares and $4,007,222 for all private warrants; using March 12, 2026 Nasdaq reference prices, the aggregate value of those securities was estimated at ~$61.51 million in the proxy.
• Post‑closing ownership example: Assuming SPV purchase occurs, the filing illustrates approximate ownership after closing of ~39.7% Public Shareholders, ~10.5% Sponsor and ~49.8% Sellers/SPV (percentages rounded and subject to conditions).

Why It Matters

• Timing of sponsor liquidity: The amendment clarifies when the SPV can buy a material chunk of the Sponsor’s post‑merger shares/warrants (within six months or upon resale registration), which affects when Sponsor ownership and potential selling pressure may shift after the Business Combination.
• Governance and voting: The Sponsor holds a meaningful pre‑vote stake (approx. 26.79% of Willow Lane ordinary shares) that counts toward quorum and proposal approvals for the April 30, 2026 meeting, potentially reducing the number of public shares needed to approve the transaction.
• Investor impact: Retail investors should note the Sponsor’s ability to recoup and potentially profit from its original low‑cost investment even if Pubco share price falls, and the post‑Closing ownership and lock‑up mechanics that could affect liquidity and share supply in the months after the merger.

For full details, review Willow Lane’s definitive proxy/prospectus (filed April 9, 2026) and the 8‑K dated April 24, 2026.