[SCHEDULE 13G] Willow Lane Acquisition Corp. Passive Investment Disclosure (>5%)
TOMS Capital reports 3.9M shares (30.8%) of WLAC
Willow Lane Acquisition Corp. ownership disclosure: TOMS Capital Investment Management LP reports beneficial ownership of 3,902,300 Class A Ordinary Shares, representing 30.8% of the class.
Willow Lane Acquisition Corp. ownership disclosure: TOMS Capital Investment Management LP reports beneficial ownership of 3,902,300 Class A Ordinary Shares, representing 30.8% of the class. The percentage is calculated using 12,650,000 shares outstanding as of March 12, 2026, per the issuer's Form 8-K. The shares are held by funds and accounts managed by TCIM, including TCIM Master Fund Ltd.
Positive
None.
Negative
None.
Insights
Large passive stake reported by manager-held funds.
TOMS Capital Investment Management LP states it beneficially owns 3,902,300 shares, equal to 30.8% of Class A Ordinary Shares based on March 12, 2026 outstanding shares. The position is held across TCIM-managed funds and accounts.
Ownership of this scale can influence governance votes and secondary-market liquidity depending on TCIM's disposition decisions; however, the filing is a disclosure of holdings, not an announcement of planned transactions.
Shared voting and dispositive power indicated through funds.
The cover data shows shared voting power and shared dispositive power of 3,902,300 shares, implying voting authority is exercised collectively through the TCIM structure. The filing discloses an entity-level claim to beneficial ownership tied to managed funds.
Stakeholders should note that the filing attributes the interest to TCIM-managed vehicles, and any governance impact will depend on how those vehicles vote and whether further Schedule 13D activity occurs.
Key Figures
Beneficial ownership:3,902,300 sharesPercent of class:30.8%Shares outstanding (anchor):12,650,000 shares
3 metrics
Beneficial ownership3,902,300 sharesReported by TCIM-managed funds
Percent of class30.8%Based on 12,650,000 shares outstanding as of March 12, 2026
Shares outstanding (anchor)12,650,000 sharesOutstanding shares as of March 12, 2026 per issuer Form 8-K
Key Terms
Schedule 13G, Beneficially owned, Shared Voting Power
3 terms
Schedule 13Gregulatory
"This statement is filed by TOMS Capital Investment Management LP ("TCIM")"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Beneficially ownedfinancial
"Amount beneficially owned: The information required by Item 4(a) is set forth"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Shared Voting Powergovernance
"Shared Voting Power 3,902,300.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake did TOMS Capital report in WLAC?
TOMS Capital reported beneficial ownership of 3,902,300 shares, equal to 30.8%. This percentage uses 12,650,000 shares outstanding as of March 12, 2026 per the issuer's referenced Form 8-K.
Are the WLAC shares held directly by TOMS Capital or by funds?
The shares are held by funds and accounts managed by TOMS Capital (TCIM). The filing identifies TCIM-managed vehicles, including TCIM Master Fund Ltd, as the holders with the right to proceeds.
Does this Schedule 13G indicate an acquisition intent for WLAC?
No. The Schedule 13G is a passive beneficial ownership disclosure. It reports holdings of TCIM-managed funds and does not state an intention to acquire control or to change the company's governance.
How was the 30.8% ownership percentage calculated for WLAC?
The percentage is calculated from an aggregate of 12,650,000 Class A Ordinary Shares outstanding as of March 12, 2026, cited from the issuer's Form 8-K filed May 4, 2026, and the reported 3,902,300 shares held by TCIM-managed funds.
Who signed the Schedule 13G for WLAC on behalf of TCIM?
The filing was signed by Jacqueline Dagan, General Counsel and Chief Compliance Officer of TCIM, on May 7, 2026, certifying the disclosure on behalf of the reporting person.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Willow Lane Acquisition Corp.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G9675P102
(CUSIP Number)
04/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G9675P102
1
Names of Reporting Persons
TOMS Capital Investment Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,902,300.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,902,300.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,902,300.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
30.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Willow Lane Acquisition Corp.
(b)
Address of issuer's principal executive offices:
250 West 57th Street, Suite 415, New York, New York, 10107
Item 2.
(a)
Name of person filing:
This statement is filed by TOMS Capital Investment Management LP ("TCIM" or the "Reporting Person"), with respect to Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares"), of Willow Lane Acquisition Corp. (the "Issuer") held by, or acquirable within 60 days by, certain funds and accounts to which TCIM serves as the investment manager (the "TCIM Funds").
TCIM Management GP LLC ("TCIM GP") is the General Partner of TCIM, and Noam Gottesman is the Senior Member of TCIM GP. Each of TCIM and TCIM GP have established a management board which has been delegated responsibility for all aspects of the management and operation of TCIM and TCIM GP.
The filing of this statement should not be construed as an admission that the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
450 West 14th Street, 13th Floor, New York, NY 10014.
(c)
Citizenship:
Delaware
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G9675P102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 12,650,000 Class A Ordinary Shares outstanding as of March 12, 2026, as reported in the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 4, 2026.
(b)
Percent of class:
30.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). TCIM Master Fund Ltd, a TCIM Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding Class A Ordinary Shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
TOMS Capital Investment Management LP
Signature:
/s/ Jacqueline Dagan
Name/Title:
Jacqueline Dagan, General Counsel and Chief Compliance Officer
