Item 4 — Purpose of Transaction
On September 15, 2025, Willow Lane entered into a Business Combination Agreement (as amended on January 13, 2026, the "Business Combination Agreement") with (i) the Issuer, (ii) Benchmark Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("SPAC Merger Sub"), (iii) Benchmark Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Issuer ("Company Merger Sub"), (iv) Boost Run Holdings, LLC, a Delaware limited liability company ("Boost Run"), (v) George Peng, solely in the capacity as the representative from and after the Effective Time (as defined in the Business Combination Agreement) for Willow Lane shareholders as of immediately prior to the Effective Time and their successors and assigns (other than the holders of Boost Run's issued and outstanding membership interests (the "Sellers") in accordance with the terms and conditions of the Business Combination Agreement, and (vi) Andrew Karos, solely in the capacity as the representative from and after the Effective Time for the Sellers as of immediately prior to the Effective Time (and their successors and assigns) in accordance with the terms and conditions of the Business Combination Agreement for a proposed business combination (the "Business Combination"). Simultaneously with the execution of the Business Combination Agreement, Willow Lane, the Issuer, Boost Run and the underwriter of the Willow Lane's initial public offering (the "Willow Lane IPO"), on the one hand, and Willow Lane Sponsor and Willow Lane's directors and officers, on the other hand, entered into an amendment (each an "Insider Letter Amendment") to the letter agreement (the "Insider Letter") that was entered into in connection with the Willow Lane IPO to, among other things, (i) amend the terms of the lock-up set forth in the Insider Letter to conform with the lock-up terms in the Lock-Up Agreements (as defined below), and (iv) release from lock-up restrictions 10% of the 4,628,674 shares of Issuer's Class A Common Stock to be issued upon conversion of the Willow Lane Class B ordinary shares pursuant to the Business Combination, subject to and contingent upon the closing of the Business Combiantion (the "Closing") and upon shareholder approval. On May 8, 2026 (the "Closing Date"), among other things, Willow Lane caused the continuation and the domestication of Willow Lane as a corporation incorporated under the laws of the State of Delaware (the "Conversion"), immediately followed by the deregistration of Willow Lane as an exempted company in the Cayman Islands. The Conversion occurred in accordance with the Delaware General Corporation Law (the "DGCL") and Part XII of the Companies Act (As Revised) of the Cayman Islands (the "Act"). Upon the Conversion, each issued and outstanding Willow Lane security remained outstanding and became a substantially identical security of Willow Lane as a Delaware corporation. Following the Conversion, and on the Closing Date, SPAC Merger Sub merged with and into Willow Lane, with Willow Lane surviving as a wholly-owned subsidiary of the Issuer (the "Willow Lane Merger"). Simultaneously with the Willow Lane Merger, Company Merger Sub merged with and into Boost Run, with, pursuant to the Certificate of Merger, the surviving entity continuing as Boost Run Services, LLC and a wholly-owned subsidiary of the Issuer (the "Company Merger", and together with the Willow Lane Merger, the "Mergers"). As a result of the Business Combination, Willow Lane and Boost Run became wholly-owned subsidiaries of the Issuer and the Issuer became a publicly traded company. In addition, pursuant to that certain Earnout Agreement, dated as of September 15, 2025 and amended on January 13, 2026, by and among the Issuer, the Sponsor and the SPV (the "Earnout Agreement"), Willow Lane Sponsor may earn up to 1,125,000 newly issued shares of Class A Common Stock and the SPV may earn up to 1,968,750 newly issued shares of Class A Common Stock, for a total of 3,093,750 shares, based on the performance of the Class A Common Stock during the three-year period following the Closing, with certain VWAP thresholds of $12.50, $15.00 and $17.50 per share. In connection with the Business Combination, on the Closing Date, the Issuer entered into an Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which it agreed to register for resale shares of common stock of the Issuer and other securities held by the Sellers, the Sponsor, and certain other stockholders, subject to the terms and conditions described therein. In connection with the Business Combination, on the Closing Date, the Issuer entered into Lock-Up Agreements (the "Lock-Up Agreements") with certain stockholders of Boost Run, pursuant to which each of the parties to the Lock-Up Agreements agreed not to effect any sale or distribution of any equity securities of the Issuer held by any of them during the lock-up period set