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Joseph Samuels joins Willow Lane Acquisition Corp. II (NASDAQ: WLII) board

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Willow Lane Acquisition Corp. II reported a leadership change, appointing Joseph Samuels as a Class I director effective June 22, 2026. Samuels, age 51, is the founder and Chief Executive Officer of Islet Management, LP and previously held senior roles at Och-Ziff Capital Management.

The company states there are no family relationships or related-party transactions between Samuels and the company that require disclosure under Item 404(a) of Regulation S-K. He entered into a joinder to the company’s existing letter agreement and indemnity agreement on substantially the same terms as other officers and directors.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Warrant exercise price $11.50 per share Redeemable warrants, each exercisable for one Class A ordinary share
Par value $0.0001 per share Class A ordinary shares par value
Director age 51 years Age of newly appointed director Joseph Samuels
Appointment effective date June 22, 2026 Effective date of Joseph Samuels’ appointment as Class I director
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Item 404(a) of Regulation S-K regulatory
"subject to disclosure under Item 404(a) of Regulation S-K"
indemnity agreement financial
"entered into a joinder to the letter agreement and indemnity agreement"
Class A ordinary share financial
"Class A ordinary shares, par value $0.0001 per share"
A Class A ordinary share is a type of common stock a company issues that carries a specific set of rights—most often particular voting power, dividend terms, or transfer rules—distinct from other share classes. For investors it matters because those rights affect control over company decisions, how income is paid out, and how easy shares are to buy or sell; think of it like a tiered ticket that gives different access and influence at the same event.
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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 22, 2026

 

Willow Lane Acquisition Corp. II

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-43126   37-2213855
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

250 West 57th Street, Suite 415
New York, New York		   10107
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (646) 565-3861

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant   WLIIU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   WLII   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   WLIIW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

 

On June 22, 2026, the board of directors (the “Board”) of Willow Lane Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), appointed Joseph Samuels to serve as a Class I director on the Board, effective immediately.

 

Joseph Samuels, 51, has served as founder and Chief Executive Officer of Islet Management, LP since January 2018. Prior to founding Islet, Mr. Samuels was a Partner at Och-Ziff Capital Management from December 2003 to July 2016, where he served as Co-Head of the U.S. Equity Business and Head of Trading, and was a member of the Portfolio Management Committee, the Risk Committee, and the Managing Director Committee. Before joining Och-Ziff, Mr. Samuels worked at Pequot and, prior to that, worked at Merrill Lynch. Mr. Samuels received a BA in Economics from Rutgers College.

 

There are no family relationships between Mr. Samuels and any director or executive officer of the Company. There are no transactions between the Company and Mr. Samuels that are subject to disclosure under Item 404(a) of Regulation S-K.

 

In connection with the appointment of Joseph Samuels to the Board, the Company entered into a joinder to the letter agreement and indemnity agreement with Mr. Samuels, on substantially the same terms as the form of letter agreement and form of indemnity agreement previously entered into by and between the Company and each of its other officers and directors in connection with the Company’s initial public offering. The form of the Company’s letter agreement is included as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 19, 2026. The form of the Company’s indemnity agreement is included as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on February 19, 2026.

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  WILLOW LANE ACQUISITION CORP. II
     
  By: /s/ B. Luke Weil
  Name:  B. Luke Weil
  Title: Chief Executive Officer
     
Dated: June 26, 2026    

 

 

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Source: View Original Filing on SEC EDGAR

FAQ

What board change did Willow Lane Acquisition Corp. II (WLII) disclose?

Willow Lane Acquisition Corp. II appointed Joseph Samuels as a Class I director, effective June 22, 2026. This adds an experienced investment professional to the board without changing existing executive roles or reporting any related-party transactions.

Who is Joseph Samuels, the new director at Willow Lane Acquisition Corp. II (WLII)?

Joseph Samuels is founder and Chief Executive Officer of Islet Management, LP, a role he has held since January 2018. He previously was a partner at Och-Ziff Capital Management, co-heading the U.S. Equity Business and serving on several key internal committees.

What agreements did Willow Lane Acquisition Corp. II sign with director Joseph Samuels?

In connection with his appointment, Joseph Samuels entered into a joinder to the company’s existing letter agreement and an indemnity agreement. Both are on substantially the same terms as those previously executed with other officers and directors at the company’s initial public offering.

What securities of Willow Lane Acquisition Corp. II (WLII) are listed on Nasdaq?

Willow Lane’s units, Class A ordinary shares, and redeemable warrants trade on Nasdaq under WLIIU, WLII, and WLIIW. Each unit includes one Class A share and one-fourth of a redeemable warrant exercisable for a Class A share at an $11.50 exercise price.

Filing Exhibits & Attachments

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