Willow Lane Acquisition (WLAC) sponsor reports 4,628,674 Class B founder shares

Rhea-AI Filing Summary

Willow Lane Acquisition Corp. filed an amended Form 3 showing that Willow Lane Sponsor, LLC holds 4,628,674 Class B ordinary shares, reported as indirect ownership for B. Luke Weil. These Class B shares will automatically convert into the same number of Class A ordinary shares at the time of the company’s initial business combination, or earlier at the holder’s option, subject to adjustments.

The Class B holding includes up to 603,740 shares subject to forfeiture if the underwriters of the initial public offering do not fully exercise their over-allotment option. Weil is the managing member of the Sponsor and may be deemed a beneficial owner but disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Weil B. Luke, Willow Lane Sponsor, LLC

Role See Remarks | 10% Owner

Type	Security	Shares	Price	Value
holding	Class B Ordinary Shares	--	--	--

Holdings After Transaction: Class B Ordinary Shares — 4,628,674 shares (Indirect, See footnote)

Footnotes (3)

1. F1. As described in the registration statement on Form S-1 (File No. 333-282495) of Willow Lane Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments.
2. F2. These shares represent the Class B ordinary shares held by Willow Lane Sponsor, LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 603,740 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
3. F3. There is one managing member of the Sponsor, B. Luke Weil, who holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, B. Luke Weil may be deemed to have beneficial ownership of the securities held of record by the Sponsor. B. Luke Weil disclaims any beneficial ownership except to the extent of his pecuniary interest therein. B. Luke Weil is the Chief Executive Officer and Chairman of the Board of Directors of Willow Lane Acquisition Corp.

Key Figures

Sponsor Class B holdings: 4,628,674 shares Underlying Class A shares: 4,628,674 shares Forfeitable founder shares: 603,740 shares +2 more

5 metrics

Sponsor Class B holdings 4,628,674 shares Class B ordinary shares held indirectly via Willow Lane Sponsor, LLC

Underlying Class A shares 4,628,674 shares Class A ordinary shares issuable upon conversion of Class B shares

Forfeitable founder shares 603,740 shares Portion of Class B shares subject to forfeiture tied to IPO over-allotment

Exercise/Conversion price $0.0000 per share Stated exercise or conversion price for Class B into Class A shares

Holding entries 1 entry Transaction summary shows a single holding entry, no buys or sells

Key Terms

Class B ordinary shares, Founder Shares, initial business combination, over-allotment option, +2 more

6 terms

Class B ordinary shares financial

"These shares represent the Class B ordinary shares held by Willow Lane Sponsor, LLC"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Founder Shares financial

"under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

initial business combination financial

"shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

over-allotment option financial

"subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

beneficial ownership financial

"B. Luke Weil may be deemed to have beneficial ownership of the securities held of record by the Sponsor"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"B. Luke Weil disclaims any beneficial ownership except to the extent of his pecuniary interest therein"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 09:49 PM Learn about SEC filing dates

FAQ

What insider holdings does Willow Lane Acquisition Corp. (WLAC) report in this Form 3/A?

The filing reports 4,628,674 Class B ordinary shares held by Willow Lane Sponsor, LLC as indirect ownership. These shares are founder shares that can convert into an equal number of Class A ordinary shares, giving a clear view of the sponsor’s equity position.

How do Willow Lane Acquisition Corp. (WLAC) Class B shares convert into Class A shares?

The Class B ordinary shares will automatically convert one-for-one into Class A ordinary shares at the time of Willow Lane Acquisition Corp.’s initial business combination, or earlier at the holder’s option, with potential adjustments as described in the company’s registration statement.

What portion of Willow Lane Acquisition Corp. (WLAC) sponsor shares can be forfeited?

Out of the 4,628,674 Class B ordinary shares, up to 603,740 shares are subject to forfeiture. This forfeiture occurs if the underwriters of Willow Lane Acquisition Corp.’s initial public offering do not fully exercise their over-allotment option, aligning sponsor incentives with IPO performance.

How is B. Luke Weil related to Willow Lane Acquisition Corp. (WLAC) sponsor holdings?

B. Luke Weil is the managing member of Willow Lane Sponsor, LLC and holds voting and investment discretion over the sponsor’s shares. He may be deemed to beneficially own the securities but disclaims beneficial ownership except to the extent of his pecuniary interest in those holdings.

Does this Willow Lane Acquisition Corp. (WLAC) Form 3/A show any insider buying or selling?

The Form 3/A reflects a holding entry for Class B ordinary shares rather than a new purchase or sale. It updates disclosure of indirect ownership through Willow Lane Sponsor, LLC, providing structural information on insider holdings but not reporting open-market transactions.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Weil B. Luke

(Last) (First) (Middle)

250 WEST 57TH STREET SUITE 415

(Street)

NEW YORK NEW YORK 10107

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2024

3. Issuer Name and Ticker or Trading Symbol
Willow Lane Acquisition Corp. [ WLAC ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)
11/07/2024

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares(1)	(1)	(1)	Class A Ordinary Shares	4,628,674(2)	(1)	I(2)(3)	See footnote(2)(3)

1. Name and Address of Reporting Person^*

Weil B. Luke

(Last) (First) (Middle)

250 WEST 57TH STREET SUITE 415

(Street)

NEW YORK NEW YORK 10107

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

1. Name and Address of Reporting Person^*

Willow Lane Sponsor, LLC

(Last) (First) (Middle)

250 WEST 57TH STREET SUITE 415

(Street)

NEW YORK NEW YORK 10107

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. As described in the registration statement on Form S-1 (File No. 333-282495) of Willow Lane Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments.

2. These shares represent the Class B ordinary shares held by Willow Lane Sponsor, LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 603,740 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.

3. There is one managing member of the Sponsor, B. Luke Weil, who holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, B. Luke Weil may be deemed to have beneficial ownership of the securities held of record by the Sponsor. B. Luke Weil disclaims any beneficial ownership except to the extent of his pecuniary interest therein. B. Luke Weil is the Chief Executive Officer and Chairman of the Board of Directors of Willow Lane Acquisition Corp.

Remarks:

This Form 3/A amends the Form 3 filing dated November 7, 2024 to (i) correct the number of Class B Ordinary Shares from 4,024,935 to 4,628,674 and (ii) change the ownership form from direct to indirect.

	/s/ B. Luke Weil	05/12/2026
	/s/ Willow Lane Sponsor, LLC, By: B. Luke Weil, its managing member	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)