Boost Run Inc. made amendments to the Earnout Agreement with Willow Lane Sponsor, LLC and SPV on January 13, 2026.
The agreement involves the issuance of Earnout Shares of Pubco Class A Common Stock on a contingent basis tied to stock performance targets.
This filing outlines the allocation and conditions for receiving the Designated Earnout Shares.
Earnout Allocation
SPV to receive 1,968,750 Earnout Shares, and Sponsor to receive 1,125,000 Earnout Shares.
Designated Earnout Shares
Recipients have the right to receive 3,093,750 Earnout Shares of Pubco Class A Common Stock based on stock performance targets.
Tier I Share Price Target
SPV entitled to 656,250 Earnout Shares, and Sponsor to receive 375,000 Earnout Shares if VWAP of Pubco Class A Common Stock reaches or exceeds $12.50 per share.
- The amended Earnout Agreement introduces specific targets tied to the performance of Pubco Class A Common Stock, aligning incentives for the recipients.
- This adjustment may impact the financial outcomes for both SPV and Sponsor based on the stock's performance in the market.
Boost Run Inc.'s decision to modify the Earnout Agreement reflects a strategic move to incentivize performance and align interests between the parties involved.