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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| 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).
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Item 8.01. Other Events.
On February 17, 2026, Willow Lane Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “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, 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.
Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 514,055 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total proceeds of $5,140,550. Of those 514,055 Private Placement Units, 370,305 Private Placement Units were sold to Willow Lane Sponsor II, LLC, the Company’s sponsor, and 143,750 Private Placement Units were sold to BTIG, LLC, representative of the several underwriters in the IPO.
A total of $143,750,000, comprised of the proceeds from the IPO (which amount includes $5,031,250 of the underwriter’s deferred discount) and the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as of February 17, 2026 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of February 17, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 23, 2026 | ||
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