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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.
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 |
|
|
2
