Sec Form 13D Filing - Willow Lane Sponsor II, LLC filing for - 2026-02-24

The address of the principal business and principal office of each of the Sponsor and B. Luke Weil is 250 West 57th Street, Suite 415, New York, NY 10107.

The Sponsor's principal business is to act as the Issuer's Sponsor. Mr. Weil serves as the Chief Executive Officer and Chairman of the Board of Directors of the Issuer and the managing member of the Sponsor.

Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Sponsor is a Delaware limited liability company. Mr. Weil is a citizen of the United States.

The aggregate purchase price for the Ordinary Shares currently beneficially owned by the Reporting Persons was $3,728,050. The source of these funds was the working capital of the Sponsor.

In connection with the organization of the Issuer, on August 15, 2025, 4,216,667 Class B Ordinary Shares (the "Founder Shares") were purchased by the Sponsor for the amount of $25,000, pursuant to a Securities Subscription Agreement, dated as of August 15, 2025, by and between the Sponsor and the Issuer (the "Founder Share Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D which information is incorporated herein by reference. In December 2025, the Issuer effected a share capitalization, resulting in the Sponsor holding an aggregate of 5,259,857 Founder Shares. Of the 5,259,857 Class B Ordinary Shares held, up to 686,068 shares were subject to forfeiture in the event that the underwriters in the Issuer's initial public offering did not fully exercise their over-allotment option. On February 17, 2026, simultaneously with the consummation of the Issuer's Initial Public Offering (the "IPO"), the Sponsor purchased 370,305 units ("Placement Units") of the Issuer at $10.00 per Placement Unit, pursuant to a Private Placement Units Purchase Agreement, dated as of February 12, 2026, by and between the Issuer and the Sponsor (the "Placement Units Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Placement Unit consists of one Class A Ordinary Share and one-fourth of a warrant, with each whole warrant exercisable into one Class A ordinary share at an exercise price of $11.50, subject to adjustment, commencing 30 days following the consummation of the Issuer's initial business combination (as described more fully in the Issuer's Final Prospectus dated February 12, 2026). On February 17, 2026, the Founder Shares held by the Sponsor were no longer subject to forfeiture as a result of the full exercise of the underwriters' over-allotment option. The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. With respect to paragraph (b) of Item 4, the Issuer 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. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.

The aggregate number and percentage of Class A and Class B Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 20,148,912 Ordinary Shares, including 14,889,055 Class A Ordinary Shares and 5,259,857 Class B Ordinary Shares outstanding as of February 17, 2026, as reported by the Issuer in its Current Report on Form 8-K, filed by the Issuer with the SEC on February 19, 2026) are as follows: Sponsor: Amount beneficially owned: 5,630,162 and Percentage: 27.9%; and B. Luke Weil: Amount beneficially owned: 5,630,162 and Percentage: 27.9%.

The aggregate number and percentage of Class A and Class B Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 20,148,912 Ordinary Shares, including 14,889,055 Class A Ordinary Shares and 5,259,857 Class B Ordinary Shares outstanding as of February 17, 2026, as reported by the Issuer in its Current Report on Form 8-K, filed by the Issuer with the SEC on February 19, 2026) are as follows: (x) Sponsor: Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 5,630,162 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 5,630,162 iv. Shared power to dispose or to direct the disposition of: 0 (y) B. Luke Weil: Number of shares to which the Reporting Person has: i.Sole power to vote or to direct the vote: 5,630,162 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 5,630,162 iv. Shared power to dispose or to direct the disposition of: 0 B. Luke Weil as the managing member of Willow Lane Sponsor II, LLC, has voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Mr. Weil disclaims any beneficial ownership of the reported securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Neither of the Reporting Persons has effected any transactions of Ordinary Shares during the 60 days preceding the date of this report, except as described in Item 4 and Item 6 of this Schedule 13D, which information is incorporated herein by reference.

Not applicable.

Not applicable.

Founder Share Purchase Agreement between the Issuer and the Sponsor In connection with the organization of the Issuer, on August 15, 2025, 4,216,667 Class B Ordinary Shares were purchased by the Sponsor for the amount of $25,000, pursuant to the Founder Share Purchase Agreement. The description of the Founder Share Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.8 to the Registration Statement on Form S- 1 filed by the Issuer with the SEC on January 7, 2026 (and is incorporated by reference herein as Exhibit 10.1). In December 2025, the Issuer effected a share capitalization resulting in the Sponsor holding an aggregate of 5,259,857 Founder Shares. Of the 5,259,857 Class B Ordinary Shares held, up to 686,068 shares were subject to forfeiture in the event that the underwriters in the Issuer's initial public offering did not fully exercise their over-allotment option. On February 17, 2026, the Founder Shares held by the Sponsor were no longer subject to forfeiture as a result of the full exercise of the underwriters' over-allotment option. Placement Units Purchase Agreement between the Issuer and the Sponsor On February 17, 2026, simultaneously with the consummation of the IPO, the Sponsor purchased 370,305 Placement Units pursuant to the Placement Units Purchase Agreement. The Placement Units and the securities underlying such Placement Units are subject to a lock up provision in the Placement Units Purchase Agreement, which provides that such securities shall not be transferable, saleable or assignable until 30 days after the consummation of the Issuer's initial business combination, subject to certain limited exceptions as described in the Insider Letter (as defined below). The description of the Placement Units Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on February 19, 2026 (and is incorporated by reference herein as Exhibit 10.2). Insider Letter On February 12, 2026, in connection with the IPO, the Issuer, the Sponsor, B. Luke Weil and certain other parties thereto entered into a letter agreement (the "Insider Letter"). Pursuant to the Insider Letter, the Sponsor and B. Luke Weil agreed (A) to vote all Founder Shares, and any Class A Ordinary Shares owned by it or him in favor of any proposed business combination, except that it or he shall not vote any Class A Ordinary Shares that it or he purchased after the Issuer publicly announces its intention to engage in such proposed business combination for or against such proposed business combination, and (B) not redeem any Class A Ordinary Shares owned by it or him in connection with such shareholder approval and (C) not to propose an amendment to the Issuer's amended and restated memorandum and articles not for the purposes of approving, or in conjunction with the consummation of, a business combination (i) to modify the substance or timing of the Issuer's obligation to allow redemption in connection with a business combination within 24 months from the completion of the IPO, or such earlier date as the Issuer's board of directors may approve, or such later date as the Issuer's shareholders may approve, in each case in accordance with the Issuer's amended and restated memorandum and articles of association, as may be amended from time to time (the "Completion Window"), or (ii) with respect to any other material provisions relating to the opportunity to redeem the Class A Ordinary Shares sold as part of the Units in the IPO (the "Offering Shares") upon effectiveness of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Issuer's trust account set up in connection with the IPO (the "Trust Account") and (D) not be entitled to rights liquidating distributions from the Trust Account with respect to any Founder Shares or Private Placement Units held by it or him if the Issuer fails to complete a business combination within the Completion Window, although it, he or she will be entitled to liquidating distributions from the Trust Account with respect to any Offering Shares it, he or she holds if the Issuer fails to complete a business combination within the prescribed time frame, and will not be entitled to (i) redemption rights with respect to any Founder Shares and Class A Ordinary Shares held by it or him, in connection with the consummation of a business combination or (ii) redemption rights with respect to Founder Shares and Class A Ordinary Shares held by it or him in connection with a shareholder vote to amend the amended and restated memorandum and articles. The Sponsor (which for purposes of clarification shall not extend to any officer, member or manager of the Sponsor) also agreed that, in the event of the liquidation of the Trust Account of the Issuer, it will indemnify and hold harmless the Issuer against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Issuer may become subject to as a result of any claim by (i) any third party (other than the Issuer's independent public accountants) for services rendered or products sold to the Issuer or (ii) to a prospective target business with which the Issuer has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a "Target"), provided, however, that such indemnification of the Issuer to the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Issuer's independent public accountants) or products sold to the Issuer or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares held in the Trust Account as of the date of the liquidation of the Trust Account and net of taxes payable, except as to any claims by a third party or Target that executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement is enforceable. The description of the Insider Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.5 to the Form 8-K filed by the Issuer with the SEC on February 19, 2026 (and is incorporated by reference herein as Exhibit 10.3). Registration Rights Agreement On February 12, 2026, in connection with the IPO, the Issuer, the Sponsor and other security holders entered into a registration rights agreement with the Issuer, pursuant to which the Sponsor was granted certain demand and "piggyback" registration rights, which will be subject to customary conditions and limitations. The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.2 to the Form 8-K filed by the Issuer with the SEC on February 19, 2026 (and is incorporated by reference herein as Exhibit 10.4).

Exhibit 10.1 - Securities Subscription Agreement, dated as of August 15, 2025 by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 by the Issuer with the SEC on January 7, 2026). Exhibit 10.2 - Private Placement Units Purchase Agreement, dated as of February 12, 2026, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on February 19, 2026). Exhibit - 10.3 Letter Agreement, dated as of February 12, 2026, by and among the Issuer, the Sponsor and the Issuer's officers and directors (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on February 19, 2026). Exhibit - 10.4 Registration Rights Agreement, dated as of February 12, 2026, by and among the Issuer, the Sponsor and other security holders (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on February 19, 2026). Exhibit - 99.1 Joint Filing Agreement, February 24, 2026 by and between the Reporting Persons.