Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Willow Lane Acquisition Corp. II, a Cayman Islands exempted company and emerging growth company. The report date is February 12, 2026, with the IPO closing on February 17, 2026. The company is a special purpose acquisition company (SPAC) seeking to complete an initial business combination within 24 months of the IPO closing.
Key Financial Metrics
- IPO Gross Proceeds: $143,750,000 from the sale of 14,375,000 Units at $10.00 per Unit (including 1,875,000 Units from the full exercise of the underwriters' over-allotment option).
- Private Placement Proceeds: $5,140,550 from the sale of 514,055 Private Placement Units at $10.00 per Unit to the Sponsor and the Representative.
- Total Trust Account Funding: $143,750,000 (comprising IPO proceeds and private placement proceeds, including $5,031,250 of deferred underwriting discount).
- Warrant Exercise Price: $11.50 per share.
- Revenue/Profit/Cash Flow: The filing does not provide operating revenue, profit, or cash flow metrics as the company is in the pre-business combination phase.
Material Changes and Corporate Actions
- Capital Structure: Issued 14,375,000 public Units (each consisting of one Class A ordinary share and one-fourth of one redeemable warrant) and 514,055 Private Placement Units.
- Board Composition: Appointed four new directors (Mauricio Orellana, Robert Stevens, Rayne Steinberg, and Simón Gaviria Muñoz) effective February 13, 2026, alongside existing director B. Luke Weil.
- Agreements: Entered into definitive agreements including an Underwriting Agreement with BTIG, LLC; a Warrant Agreement; an Investment Management Trust Agreement; and various Private Placement and Indemnity Agreements.
- Trust Account: Funds are held in a U.S.-based trust account and will not be released until the completion of an initial business combination, a redemption event, or liquidation.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company must consummate an initial business combination within 24 months from the closing of the IPO (February 17, 2026), unless extended by shareholder approval.
- Liquidity Contingency: If the Company fails to complete a business combination within the specified timeframe, it will redeem public shares and liquidate, subject to applicable law.
- Deferred Compensation: A portion of the underwriting discount ($5,031,250) is deferred and held in the trust account.
- Management Commentary: The filing confirms the pricing and closing of the IPO but does not provide specific guidance on target industries or valuation metrics for a future business combination.
Investor Verification Checklist
- Verify the exact terms of the 24-month deadline for the initial business combination and the mechanics for shareholder extensions.
- Confirm the specific redemption rights and conditions under which public shareholders may redeem their shares.
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for details on shareholder rights and governance.
- Examine the Underwriting Agreement (Exhibit 1.1) for details on the deferred underwriting discount and underwriter obligations.
- Assess the composition and independence of the newly appointed Audit and Compensation Committees.