Willow Lane Acquisition Corp. II 8-K

What Happened

• Willow Lane Acquisition Corp. II announced it completed its initial public offering (IPO) on February 17, 2026, selling 14,375,000 units at $10.00 per unit (including a 1,875,000-unit over-allotment), generating gross IPO proceeds of $143,750,000. Each unit comprises one Class A ordinary share and one-quarter of a redeemable warrant (one whole warrant exercisable for one share at $11.50).
• Simultaneous with the IPO, the company completed a private placement of 514,055 units at $10.00 each to the Sponsor and the Representative, raising $5,140,550 (Sponsor: 370,305 units; Representative: 143,750 units). The private placement was made under the Section 4(a)(2) exemption and no underwriting discounts or commissions were paid on it.
• The company entered into customary IPO-related agreements (including an underwriting agreement, warrant agreement, registration rights agreement and trust/investment management agreements) and filed an amended and restated memorandum and articles of association.

Key Details

• IPO size: 14,375,000 units at $10.00; total gross IPO proceeds reported $143,750,000 (includes full exercise of over-allotment).
• Private placement: 514,055 units at $10.00; proceeds $5,140,550; Sponsor bought 370,305 units.
• Units/warrants: Each unit = 1 Class A share + 1/4 warrant; full warrant exercisable at $11.50 per share (subject to adjustment).
• Trust account: $143,750,000 (IPO and private placement proceeds, including $5,031,250 underwriter deferred discount per the filing) placed in a U.S.-based trust account; funds generally released only upon completion of a business combination or permitted redemptions/liquidation events.

Why It Matters

• The filing confirms Willow Lane II is a funded SPAC vehicle with proceeds held in trust pending an initial business combination — meaning public investors’ IPO proceeds are protected in a trust and will be available for redemption under the SPAC’s stated timelines and conditions.
• The unit/warrant structure, sponsor private placement and underwriter arrangements define the post-IPO capital structure and potential dilution (warrants exercisable at $11.50).
• Governance updates (appointment of four new directors, committee placements, and indemnity agreements for directors and key officers) are material for oversight and future deal approval processes.