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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): February 12, 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, including 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 1.01. Entry into a Material Definitive Agreement.
On February 17, 2026, Willow
Lane Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), consummated its initial public offering
(“IPO”), which consisted of 14,375,000 units (the “Units”), including 1,875,000 Units issued pursuant
to the full exercise by the underwriters of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $143,750,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class
A Ordinary Shares”), of the Company, and one-fourth of one redeemable warrant (each, a “Warrant”) of the
Company, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration
statement on Form S-1 relating to the IPO (the “Registration Statement”):
| ● | An
Underwriting Agreement, dated February 12, 2026, by and between the Company and BTIG, LLC, as representative of the several underwriters
(collectively, the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by
reference. |
| ● | A
Warrant Agreement, dated February 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant
agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | An
Investment Management Trust Agreement, dated February 12, 2026, by and between the Company and Continental Stock Transfer & Trust
Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | A
Registration Rights Agreement, dated February 12, 2026, by and among the Company and certain security holders, a copy of which is attached
as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A
Private Placement Units Purchase Agreement, dated February 12, 2026 (the “Sponsor Private Placement Units Purchase Agreement”),
by and between the Company and Willow Lane Sponsor II, LLC (the “Sponsor”), a copy of which is attached as Exhibit
10.3 hereto and incorporated herein by reference. |
| ● | A
Private Placement Units Purchase Agreement, dated February 12, 2026 (the “Representative Private Placement Units Purchase Agreement”
and, together with the Sponsor Private Placement Units Purchase Agreement, the “Private Placement Units Purchase Agreements”),
by and between the Company and the Representative, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | A
Letter Agreement, dated February 12, 2026, by and among the Company, its directors and officers and the Sponsor, a copy of which is attached
as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | An
Administrative Services Agreement, dated February 12, 2026, by and between the Company and Willow 2 Office LLC, a copy of which is attached
as Exhibit 10.6 hereto and incorporated herein by reference. |
| ● | An
Indemnity Agreement, dated February 12, 2026 (the “Indemnity Agreement”), by and among the Company and each director
and officer of the Company, a copy of the form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Private Placement Units Purchase Agreements, the Company completed the private placement of an aggregate of
514,055 private placement units (the “Private Placement Units”) to the Sponsor and the Representative, at a price of
$10.00 per Private Placement Unit, generating total proceeds of $5,140,550. Each Private Placement Unit consists of one Class A Ordinary
Share and one-fourth of one redeemable Warrant, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary
Share for $11.50 per share (subject to adjustment). Of those 514,055 Private Placement Units, the Sponsor purchased 370,305 Private Placement
Units and the Representative together purchased 143,750 Private Placement Units in the aggregate. The Private Placement Units (and underlying
securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts
or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 13, 2026, in
connection with the IPO, Mauricio Orellana, Robert Stevens, Rayne Steinberg and Simón Gaviria Muñoz (the “New Directors”
and, collectively with B. Luke Weil, the “Directors”) were appointed to the board of directors of the Company (the
“Board”). Effective February 13, 2026, Messrs. Orellana, Stevens, and Steinberg were appointed to the Board’s
Audit Committee with Mr. Orellana serving as chair of the Audit Committee. Messrs. Stevens and Orellana were appointed to the Board’s
Compensation Committee, with Mr. Stevens serving as chair of the Compensation Committee.
On February 12, 2026, the
Company entered into Indemnity Agreements with each of the Directors, George Peng, its Chief Financial Officer, and Marjorie (Maya) Hernandez,
its Chief Operating Officer, that require the Company to indemnify each of them to the fullest extent permitted by applicable law and
to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of
the Indemnity Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form
of Indemnity Agreement, which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 5.03. Amendments to Certificate of Incorporation or
Bylaws; Change in Fiscal Year.
On February 12, 2026, in
connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and
Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on February
12, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and
are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit
3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $143,750,000,
comprised of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes $5,031,250 of the underwriter’s
deferred discount) was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.
Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its income taxes and
for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest
of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if
it is unable to complete its initial business combination within 24 months from the closing of the IPO (as such date may be extended by
shareholder approval to amend the Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate
our initial business combination, or by such earlier liquidation date as the Board may approve), subject to applicable law, and (iii)
the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s
Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the
Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or
with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On February 12, 2026, the
Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On February 17, 2026, the
Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| |
|
| 1.1 |
|
Underwriting Agreement, dated February 12, 2026, by and between the Company and BTIG, LLC, as representative of the several underwriters. |
| |
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
| 4.1 |
|
Warrant Agreement, dated February 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
| 10.1 |
|
Investment Management Trust Agreement, February 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
| 10.2 |
|
Registration Rights Agreement, dated February 12, 2026, by and among the Company and certain security holders. |
| |
|
| 10.3 |
|
Private Placement Units Purchase Agreement, dated February 12, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Private Placement Units Purchase Agreement, dated February 12, 2026, by and between the Company and BTIG, LLC. |
| |
|
| 10.5 |
|
Letter Agreement, dated February 12, 2026, by and among the Company, its directors and officers and the Sponsor. |
| |
|
| 10.6 |
|
Administrative Services Agreement, dated February 12, 2026, by and between the Company and Willow 2 Office LLC. |
| |
|
|
| 10.7 |
|
Form of Indemnity Agreement. |
| |
|
| 99.1 |
|
Press Release, dated February 12, 2026. |
| |
|
| 99.2 |
|
Press Release, dated February 17, 2026. |
| |
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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: February 19, 2026 |
|
|
Exhibit 99.1
Willow Lane Acquisition Corp. II Announces
the Pricing of $125,000,000 Initial Public Offering
NEW YORK, Feb. 12, 2026 /PRNewswire/
-- Willow Lane Acquisition Corp. II (the “Company”) announced the pricing of its initial public offering of 12,500,000 units
at a price of $10.00 per unit. The units are expected to be listed on The Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”)
and begin trading tomorrow, February 13, 2026 under the ticker symbol “WLIIU.” Each unit consists of one Class A ordinary share
and one-fourth of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share
at a price of $11.50 per share, subject to certain adjustments. No fractional warrants will be issued upon separation of the units and
only whole warrants will trade. Once the securities constituting the units begin separate trading, the Class A ordinary shares and warrants
are expected to be listed on Nasdaq under the symbols “WLII” and “WLIIW,” respectively. The offering is expected to
close on February 17, 2026, subject to customary closing conditions. The Company has granted the underwriters a 45-day option to purchase
up to an additional 1,875,000 units at the initial public offering price to cover over-allotments, if any.
The Company is a blank check company formed
for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. The Company may pursue an acquisition opportunity in any business or industry or at any stage
of its corporate evolution but is focused on completing a business combination with an established middle market company poised for continued
growth, led by a highly regarded management team.
The Company’s management team is led by B.
Luke Weil, its Chief Executive Officer and Chairman of the Board of Directors of the Company (the “Board”), George Peng, Chief
Financial Officer, and Marjorie (Maya) Hernandez, Chief Operating Officer. In addition, the Board includes Simón Gaviria
Muñoz, Robert Stevens, Rayne Steinberg, and Mauricio Orellana. A. Lorne Weil serves as Advisor to the Company.
BTIG, LLC is acting as sole book-running manager
for the offering.
A registration statement relating to the securities
has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on January 30, 2026. The offering
is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from BTIG, LLC, 65 East 55th Street,
New York, New York 10022, or by email at ProspectusDelivery@btig.com or by accessing the SEC’s website, www.sec.gov.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that
constitute “forward-looking statements,” including with respect to the proposed initial public offering and search for an initial
business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all,
or that the net proceeds will be used as indicated.
Forward-looking statements are subject to
numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section
of the Company’s registration statement and preliminary prospectus for the Company’s initial public offering filed with the SEC. Copies
of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Exhibit 99.2
Willow Lane Acquisition Corp. II Announces
the Closing of $143,750,000 Initial Public Offering
NEW YORK, Feb. 17, 2026 /PRNewswire/
-- Willow Lane Acquisition Corp. II (the “Company”) announced the closing of its initial public offering of 14,375,000 units
at a price of $10.00 per unit, including 1,875,000 units pursuant to the full exercise of the underwriters’ overallotment option. The
units began trading on The Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) on February 13, 2026 under the
ticker symbol “WLIIU.” Each unit consists of one Class A ordinary share and one-fourth of one redeemable warrant, with each
whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities constituting
the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “WLII”
and “WLIIW,” respectively.
The Company is a blank check company formed
for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. The Company may pursue an acquisition opportunity in any business or industry or at any stage
of its corporate evolution but is focused on completing a business combination with an established middle market company poised for continued
growth, led by a highly regarded management team.
The Company’s management team is led by B.
Luke Weil, its Chief Executive Officer and Chairman of the Board of Directors of the Company (the “Board”), George Peng, Chief
Financial Officer, and Marjorie (Maya) Hernandez, Chief Operating Officer. In addition, the Board includes Simón Gaviria Muñoz,
Robert Stevens, Rayne Steinberg, and Mauricio Orellana. A. Lorne Weil serves as an Advisor to the Company.
BTIG, LLC acted as sole book-running manager
for the offering. Ellenoff Grossman & Schole LLP and Ogier (Cayman) LLP served as legal counsel to the Company, and Loeb & Loeb
LLP served as legal counsel to the underwriters.
Of the proceeds received from the consummation
of the initial public offering and a simultaneous private placement of units, $143,750,000.00 (or $10.00 per unit sold in the public offering)
was placed in the Company’s trust account. An audited balance sheet of the Company as of February 17, 2026 reflecting receipt of the proceeds
upon consummation of the initial public offering and the private placement will be included as an exhibit to a Current Report on Form
8-K to be filed by the Company with the Securities and Exchange Commission (the “SEC”).
A registration statement relating to the securities
was filed with the SEC and became effective on January 30, 2026. The offering was made only by means of a prospectus, copies of which
may be obtained from BTIG, LLC, 65 East 55th Street, New York, New York 10022, or by email at ProspectusDelivery@btig.com or
by accessing the SEC’s website, www.sec.gov.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that
constitute “forward-looking statements,” including with respect to the initial public offering and search for an initial business
combination. No assurance can be given that the net proceeds of the offering will be used as indicated.
Forward-looking statements are subject to
numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section
of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents
are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by law.
