Willow Lane Acquisition Corp. IIWLII

Willow Lane Acquisition Corp. II, a Cayman-incorporated SPAC with a $145.8 million trust account, is still hunting for a business combination after six months of paying $25,000 a month to its sponsor’s affiliate for “office space, utilities, secretarial and administrative support” in an agreement signed on 12 February 2026. The monthly cheque is drawn before the SPAC has any revenue, any customers, or any employees outside the sponsor group, and it keeps the lights on at the sponsor’s own premises. (source: Administrative Services Agreement, dated 12 Feb 2026, https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/ea027769001ex10-6_willow2.htm)

The company’s stated purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which may include a private operating company, public company or assets. In plain language, that means the SPAC is on the hunt for a target it has not yet named. The only concrete cost it has incurred so far is the $25,000 monthly administration fee and the $25,000 subscription from its sponsor-both executed on the same day and both kept within the sponsor’s orbit. (source: Underwriting Agreement & Warrant Agreement, dated 12 Feb 2026, https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/ea027769001ex1-1_willow2.htm & https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/ea027769001ex4-1_willow2.htm)

On the numbers side, Willow Lane’s latest 10-Q for the quarter ended 31 March 2026 shows assets of $145.8 million, liabilities of $5.1 million, and stockholders’ equity attributable to the parent of -$3.5 million, a polite way of saying the shell is technically underwater on an equity basis even as its cash is locked in the trust. Operating income was -$160,488, net income was +$75,360, and operating cash burn was -$349,690. Cash and cash equivalents at 31 March 2026 were $1.4 million-all held in the trust account. (source: 10-Q for period ending 31 Mar 2026, https://www.sec.gov/Archives/edgar/data/2083946/000121390026056771/ea0290260-10q_willow2.htm)

The SPAC’s warrants, exercisable at $11.50, are the only instruments in the structure that currently carry an explicit time-value clause, since the trust already contains $9.80 per unit returned to public shareholders. The board’s alignment with the sponsor’s economics is reinforced by Schedule 13D filings showing the sponsor’s beneficial ownership of the SPAC’s Class B shares, giving the SPAC’s directors a direct financial interest in any uplift the warrants may see-long before any public shareholder receives a return. (source: Schedule 13D, dated 24 Feb 2026, https://www.sec.gov/Archives/edgar/data/2083946/000121390026019931/xslSCHEDULE_13D_X01/primary_doc.xml; Schedule 13G, dated 13 May 2026, https://www.sec.gov/Archives/edgar/data/2083946/000091957426002960/xslSCHEDULE_13G_X02/primary_doc.xml)

The trust agreement and the warrants were all executed on 12 February 2026, the same day the SPAC priced its units at $9.80 and the sponsor subscribed for $25,000 of shares under an exemption from registration. In effect, the SPAC’s only hard cost to date is the $25,000 monthly rent paid to an affiliate, while the sponsor’s economic interest sits inside a structure designed to monetise any future uplift via warrants exercisable above $11.50 when the trust has already returned $9.80 per unit. (source: Underwriting Agreement, dated 12 Feb 2026, https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/ea027769001ex1-1_willow2.htm; Warrant Agreement, dated 12 Feb 2026, https://www.sec.gov/Archives/edgar/data/2083946/000121390026018496/ea027769001ex4-1_willow2.htm)

The SEC filings show no revenue, no customers outside the sponsor group, and no guidance. The company’s next material event is either a business combination announcement or liquidation. Until then, the $1.4 million of cash on the balance sheet is the only tangible asset not committed to the sponsor’s office. (source: 10-Q for period ending 31 Mar 2026, https://www.sec.gov/Archives/edgar/data/2083946/000121390026056771/ea0290260-10q_willow2.htm; SEC EDGAR filing index for CIK 2083946, https://www.sec.gov/edgar/browse/?CIK=2083946)

For readers who like to follow the plumbing, the SEC’s Company Facts JSON and Submissions JSON for CIK 2083946 contain the structured data for the latest filings, but they do not add new financial disclosures beyond what is already in the 10-Q and 8-Ks. (source: Company Facts JSON, https://data.sec.gov/api/xbrl/companyfacts/CIK0002083946.json; Submissions JSON, https://data.sec.gov/submissions/CIK0002083946.json)