Boost Run Inc. acquires Willow Lane Acquisition Corp. for USD 450,000,000 (2025)

Deal facts

Buyer: Boost Run Inc.
Target: Willow Lane Acquisition Corp.
Deal value: USD 450,000,000
Announced: 15 September 2025
Status: Completed
Sector: Other
Country: Cayman Islands
Consideration: shares, loan-note, earn-out

Sources

What we know

Boost Run Inc. has agreed to acquire Willow Lane Acquisition Corp. in a strategic acquisition valued at USD 450 million. The transaction, announced on 15 September 2025, involves a mixed consideration structure comprising shares, loan notes, and an earn-out component. This deal brings together a US-based buyer and a target entity incorporated in the Cayman Islands. The combined entity operates within a sector broadly categorised as Other, though specific industry details remain unreported.

The acquisition was formally completed on 8 May 2026, marking the conclusion of the regulatory and operational processes required to finalise the transfer of ownership. The deal represents a significant capital deployment by the buyer to integrate the target's assets and capabilities into its existing portfolio. The transaction is now fully executed and the parties have moved beyond the initial announcement phase.

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Deal timeline

1 update

8 May 2026CompletedClosed
Boost Run Inc. completes acquisition of Willow Lane Acquisition Corp.
Introductory Note As previously disclosed, on September 15, 2025, Willow Lane Acquisition Corp., a Cayman Islands exempted company (“ SPAC ” or “ Willow Lane ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ,” as amended by Amendment No. 1 to the Business Combination Agreement, dated January 13, 2026 “ Amendment No 1. To the Business Combination Agreement ”),
Source

OpinionExit Mode editorial

We see a clear signal in the completed acquisition of Willow Lane Acquisition Corp by Boost Run Inc for 450 million USD. This deal, announced on 15 September 2025, involves a US buyer and a target incorporated in the Cayman Islands. The structure is notable because it does not rely on a single cash payment. Instead, the consideration mixes shares, loan notes and an earn-out. This combination suggests the parties needed to bridge a valuation gap while managing immediate liquidity risk for the seller.

The use of an earn-out mechanism in a transaction of this size is a specific commercial lever that shifts risk onto the seller post-completion. For the SME founder reading this, the presence of loan notes alongside shares and contingent earn-out payments means your exit is not fully realised on day one. You are effectively becoming a creditor and a shareholder in the new entity while your final payout depends on future performance targets. This is a common tactic when market conditions make a clean cash exit difficult or when the buyer wishes to align incentives over a longer horizon.

The Cayman Islands incorporation of the target adds a layer of regulatory context. While US competition authorities will review the transaction, the cross-border nature often invites scrutiny regarding corporate governance and tax transparency. The fact that the deal is already marked as completed indicates that all necessary change-of-control covenants and regulatory clearances have been satisfied. However, the mixed consideration structure implies that the buyer is cautious about the immediate integration or the standalone value of the target without further operational milestones.

Our view is that founders must scrutinise the specific triggers in the earn-out agreement before signing. You cannot assume the headline value represents your final take-home figure. This week, you should request a copy of the draft earn-out calculation schedule and verify exactly which financial metrics will determine your future payout. If those targets are outside your control once the deal closes, you are accepting a significant risk that the headline price may never materialise.

Editorial opinion. Not financial or legal advice.

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Boost Run Inc. to acquire Willow Lane Acquisition Corp.