8-K
filed February 19, 2026, 6:59 PM ET
ticker WLII
CIK 0002083946
other material
confidence high
sentiment neutral
materiality 1.00
Willow Lane Acquisition Corp. II closes $143.75M IPO including full overallotment
Willow Lane Acquisition Corp. II
- IPO of 14,375,000 units at $10.00/unit closed Feb 17, 2026; gross proceeds $143.75M.
- Units listed on Nasdaq (WLIIU); each unit = one Class A share + 1/4 warrant at $11.50 strike.
- Private placement of 514,055 units at $10.00 raised $5.14M from Sponsor and underwriter BTIG.
- Net proceeds $143.75M deposited in trust; SPAC has 24 months to complete business combination or liquidate.
- Board expanded: Simón Gaviria Muñoz, Robert Stevens, Rayne Steinberg, Mauricio Orellana appointed; audit and compensation committees formed.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Willow Lane Acquisition Corp. II: The Company filed its amended and restated memorandum and articles of association in connection with the IPO, effective February 12, 2026 (effective 2026-02-12).
- Change
- charter amendment
- Effective
- 2026-02-12
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Willow Lane Acquisition Corp. II entered into Administrative Services Agreement with Willow 2 Office LLC valued at Administrative Services Agreement dated February 12, 2026, by and between the Company and Willow 2 O (effective 2026-02-12).
- Action
- entry
- Counterparty
- Willow 2 Office LLC
- Value
- Administrative Services Agreement dated February 12, 2026, by and between the Company and Willow 2 O
- Effective
- 2026-02-12
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Willow Lane Acquisition Corp. II entered into Warrant Agreement with Continental Stock Transfer & Trust Company valued at Warrant Agreement dated February 12, 2026 between the Company and Continental Stock Transfer & Trust (effective 2026-02-12).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Value
- Warrant Agreement dated February 12, 2026 between the Company and Continental Stock Transfer & Trust
- Effective
- 2026-02-12
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Willow Lane Acquisition Corp. II entered into Letter Agreement with the Company, its directors and officers and the Sponsor valued at Letter Agreement dated February 12, 2026, by and among the Company, its directors and officers and t (effective 2026-02-12).
- Action
- entry
- Counterparty
- the Company, its directors and officers and the Sponsor
- Value
- Letter Agreement dated February 12, 2026, by and among the Company, its directors and officers and t
- Effective
- 2026-02-12
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Willow Lane Acquisition Corp. II entered into Registration Rights Agreement with certain security holders valued at Registration Rights Agreement dated February 12, 2026 by and among the Company and certain security (effective 2026-02-12).
- Action
- entry
- Counterparty
- certain security holders
- Value
- Registration Rights Agreement dated February 12, 2026 by and among the Company and certain security
- Effective
- 2026-02-12
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Willow Lane Acquisition Corp. II entered into Sponsor Private Placement Units Purchase Agreement with Willow Lane Sponsor II, LLC valued at Private Placement Units Purchase Agreement dated February 12, 2026, by and between the Company and W (effective 2026-02-12).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Willow Lane Sponsor II, LLC
- Value
- Private Placement Units Purchase Agreement dated February 12, 2026, by and between the Company and W
- Effective
- 2026-02-12
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Willow Lane Acquisition Corp. II entered into Indemnity Agreement with each director and officer of the Company valued at Indemnity Agreement dated February 12, 2026, by and among the Company and each director and officer (effective 2026-02-12).
- Action
- entry
- Counterparty
- each director and officer of the Company
- Value
- Indemnity Agreement dated February 12, 2026, by and among the Company and each director and officer
- Effective
- 2026-02-12
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Willow Lane Acquisition Corp. II entered into Underwriting Agreement with BTIG, LLC valued at Underwriting Agreement dated February 12, 2026 (effective 2026-02-12).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- BTIG, LLC
- Value
- Underwriting Agreement dated February 12, 2026
- Effective
- 2026-02-12
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Willow Lane Acquisition Corp. II entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Investment Management Trust Agreement dated February 12, 2026 between the Company and Continental St (effective 2026-02-12).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Value
- Investment Management Trust Agreement dated February 12, 2026 between the Company and Continental St
- Effective
- 2026-02-12
Exact text from the filing
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
View on SEC.gov
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