--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-26-018496" form_type: "8-K" ticker: "WLII" cik: "0002083946" company_name: "Willow Lane Acquisition Corp. II" filed_at: "2026-02-19T23:59:59+00:00" generated_at: "2026-05-16T01:51:20.650544+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Willow Lane Acquisition Corp. II closes $143.75M IPO including full overallotment ## Summary - 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. ## SEC filing metadata - accession: 0001213900-26-018496 - form_type: 8-K - ticker: WLII - cik: 0002083946 - company_name: Willow Lane Acquisition Corp. II - filed_at: 2026-02-19T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/0001213900-26-018496-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/ea0277690-8k_willow2.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-26-018496 - JSON: https://secwatch.observer/filing/0001213900-26-018496.json - Plain text: https://secwatch.observer/filing/0001213900-26-018496.txt ## Source-grounded claims - claim_id: f4ff28c41e77fb218ceb572331d9d184670710c8 claim: 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). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/0001213900-26-018496-index.htm - claim_id: 4ecc3b8f4e62966ebdf6e989b0294d064a69a1ba claim: 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). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/0001213900-26-018496-index.htm - claim_id: 56451ace348db89fc0e7ba6ea89c9cbc5109c510 claim: 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). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/0001213900-26-018496-index.htm - claim_id: 5796edf0a46462bd5e86f1753ec702c0d5a7f532 claim: 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). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/0001213900-26-018496-index.htm - claim_id: a7d0e05c878a4d8d65463239a958fead6a07e4bb claim: 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). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/0001213900-26-018496-index.htm - claim_id: bef496965652c45ad7b41abb91efc66cd93349f1 claim: 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). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/0001213900-26-018496-index.htm - claim_id: c167c1ad157f08b3b8f1354b34e6abc1b68ae9f8 claim: 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). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/0001213900-26-018496-index.htm - claim_id: edfa052bdfec77bf76036fb632e52581d3607fc0 claim: Willow Lane Acquisition Corp. II entered into Underwriting Agreement with BTIG, LLC valued at Underwriting Agreement dated February 12, 2026 (effective 2026-02-12). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/0001213900-26-018496-index.htm - claim_id: f87d5754a40c1893a84e130a9062cbb839973846 claim: 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). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/0001213900-26-018496-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.