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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): April 2, 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 8.01.
Other Events.
Separate
Trading of Class A Ordinary Shares and Warrants
On
April 2, 2026, Willow Lane Acquisition Corp. II (the “Company”) announced that, commencing on April 6, 2026, the holders
of the units issued in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary share
of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), and one-fourth of one redeemable warrant
of the Company (the “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary
Share for $11.50 per share, may elect to separately trade the Class A Ordinary Shares and the Warrants included in the Units. No fractional
Warrants will be issued upon separation of the Units and only whole Warrants will trade. Any Units not separated will continue to trade
on the Nasdaq Global Market under the symbol “WLIIU.” The Class A Ordinary Shares and the Warrants are expected to trade
on the Nasdaq Global Market under the symbols “WLII” and “WLIIW,” respectively. Holders of Units will need to
have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the
Units into Class A Ordinary Shares and Warrants.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated April 2, 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: April 2, 2026 |
|
|
Exhibit 99.1
Willow
Lane Acquisition Corp. II Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing April 6, 2026
New
York, NY, April 2, 2026 -- Willow Lane Acquisition Corp. II (the “Company”) announced today that, commencing April 6, 2026,
holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary
shares and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants
will trade. The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market under the symbols “WLII”
and “WLIIW,” respectively. Those units not separated will continue to trade on the Nasdaq Global Market under the symbol
“WLIIU.”
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there
be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
About
Willow Lane Acquisition Corp. II
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.
Forward-Looking
Statements
This
press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well
as all other statements other than statements of historical fact included in this press release are forward-looking statements. When
used in this press release, words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar expressions,
as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs
of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results
could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s
filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable
to us or persons acting on our behalf are qualified in their entirety by this paragraph. 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. The Company undertakes no obligation
to update these statements for revisions or changes after the date of this release, except as required by law.
Investor
Contacts
Willow
Lane Acquisition Corp. II
George Peng, Chief Financial Officer
george@willowac.com
Marjorie
(Maya) Hernandez, Chief Operating Officer
maya@willowac.com
(646)
565-3861