UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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
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Item 1.01. Entry into a Material Definitive Agreement.
On February 17, 2026, Willow Lane Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), consummated its initial public offering (“IPO”), which consisted of 14,375,000 units (the “Units”), including 1,875,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $143,750,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one-fourth of one redeemable warrant (each, a “Warrant”) of the Company, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1 relating to the IPO (the “Registration Statement”):
| ● | 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 and incorporated herein by reference. |
| ● | 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 and incorporated herein by reference. |
| ● | 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 and incorporated herein by reference. |
| ● | 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 and incorporated herein by reference. |
| ● | 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 and incorporated herein by reference. |
| ● | A Private Placement Units Purchase Agreement, dated February 12, 2026 (the “Representative Private Placement Units Purchase Agreement” and, together with the Sponsor Private Placement Units Purchase Agreement, the “Private Placement Units Purchase Agreements”), by and between the Company and the Representative, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | 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 and incorporated herein by reference. |
| ● | 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 and incorporated herein by reference. |
| ● | 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 and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreements, the Company completed the private placement of an aggregate of 514,055 private placement units (the “Private Placement Units”) to the Sponsor and the Representative, at a price of $10.00 per Private Placement Unit, generating total proceeds of $5,140,550. Each Private Placement Unit consists of one Class A Ordinary Share and one-fourth of one redeemable Warrant, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). Of those 514,055 Private Placement Units, the Sponsor purchased 370,305 Private Placement Units and the Representative together purchased 143,750 Private Placement Units in the aggregate. The Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 13, 2026, in connection with the IPO, Mauricio Orellana, Robert Stevens, Rayne Steinberg and Simón Gaviria Muñoz (the “New Directors” and, collectively with B. Luke Weil, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective February 13, 2026, Messrs. Orellana, Stevens, and Steinberg were appointed to the Board’s Audit Committee with Mr. Orellana serving as chair of the Audit Committee. Messrs. Stevens and Orellana were appointed to the Board’s Compensation Committee, with Mr. Stevens serving as chair of the Compensation Committee.
On February 12, 2026, the Company entered into Indemnity Agreements with each of the Directors, George Peng, its Chief Financial Officer, and Marjorie (Maya) Hernandez, its Chief Operating Officer, that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the Indemnity Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Indemnity Agreement, which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
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. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $143,750,000, comprised of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes $5,031,250 of the underwriter’s deferred discount) was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its income taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (as such date may be extended by shareholder approval to amend the Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate our initial business combination, or by such earlier liquidation date as the Board may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On February 12, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On February 17, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
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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: February 19, 2026 | ||
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