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Boost Run Holdings, LLC / Boost Run Inc.

private/Willow Lane Acquisition Corp.private

Willow Lane Acquisition Corp. merges with Boost Run Inc.

$450MMixedVote Scheduledhigh confidence

Key takeaways

  • Willow Lane Acquisition Corp. acquires Boost Run Holdings, LLC / Boost Run Inc. — $450M aggregate (mixed).

Merger Arbeconomics, downside, days

Deal value

$450M

mixed

Per-share offer

Premium

Days to close

Term fee

ConsiderationMixed
AnnouncedApr 24, 2026
Days outstanding84d
Expected close
Termination fee
Reverse term fee
Go-shop period
Fiduciary out
Financing condition
Debt commitment
Insider lock-up

Timelineannounced → close
  1. Announced

    Apr 24, 2026

  2. Preliminary Proxy

  3. Definitive Proxy

  4. Record date

  5. Shareholder vote

    Apr 30, 2026

  6. Expected close


Vote Mechanicsrecord / mailing / vote
Vote required78d post-vote
Vote dateApr 30, 2026
Record date
Mailing date
Record → vote
Threshold
Min approvalparsed
Shares outstanding
Insider lock-up

Regulatory & ConditionsHSR / EU / CFIUS / MAC

No regulatory or closing-conditions data extracted yet. The merger agreement Exhibit 10.1 contains this in the “Conditions to Closing” and “Regulatory Approvals” articles.


Closing Conditionsapprovals · vote · financing · lockups

No closing-condition data extracted.


Interloper Riskcompeting bids, activist filers

No competing-bidder, activist, or dissident-proxy signals in the database for this target.


Advisors

Acquirer side· Willow Lane Acquisition Corp.

Legal

Ellenoff Grossman & Schole LLP

The Meeting will be held at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105

Target side· Boost Run Holdings, LLC / Boost Run Inc.

None on record


Counterparty Historyprior deals in DB
FirmRoleSideDeals in DB
Ellenoff Grossman & Schole LLPLegalAcquirer8View deals →

Comparablessimilar size band, definitive
AnnouncedTargetAcquirerValueConsid.PremiumTerm Fee %
Apr 24, 2026Boost Run Holdings, LLCWillow Lane Acquisition Corp.$450Mmixed
Apr 24, 2026Nuveen Churchill BDC VNuveen Churchill Private Capital Income Fund$337Mmixed
Apr 24, 2026Thermon Group Holdings, Inc.(THR)CECO Environmental Corp.$334Mmixed
Apr 24, 2026Thermon Group Holdings, Inc.(THR)CECO Environmental Corp.$334Mmixed
Apr 24, 2026Signature Bancorporation, Inc.Esquire Financial Holdings, Inc.$348Mstock
Apr 24, 2026Cantor Equity Partners II, Inc.Securitize Holdings, Inc.$225Mmixed
May 1, 2026Esperion Therapeutics, Inc.(ESPR)ARCHIMED$1.1Bmixed+58.0%
May 1, 2026Esperion Therapeutics, Inc.(ESPR)ARCHIMED$1.1Bmixed+58.0%
Apr 24, 2026Basin Electric Power Cooperative S-4 Bond Exchange Registration$700M
Apr 28, 2026XOMA Royalty Corporation(XOMA)Ligand Pharmaceuticals Incorporated$739Mcash+14.0%

Sources

Willow Lane Acquisition Corp., a Cayman Islands blank check company, is merging with Boost Run Holdings, LLC and Boost Run Inc. in a transaction whereby Willow Lane will re-domicile to Delaware and merge into a newly formed subsidiary, while Boost Run will merge into another subsidiary, with both becoming wholly-owned subsidiaries of Boost Run Inc. (Pubco). Sellers will receive an aggregate of $441.5 million in Pubco common stock (with Andrew Karos as CEO receiving an $8.5 million installment note plus Class B shares and earnout shares), plus up to 7.875 million earnout shares for Karos based on Pubco stock price performance over a three-year period. The extraordinary general meeting of Willow Lane shareholders is scheduled for April 30, 2026, to vote on the business combination agreement entered into on September 15, 2025 and amended on January 13, 2026.

Item id: 737f548f-4c22-418a-997c-e8fd18df4278 · ingested Apr 24, 2026