WLII 10-K & 10-Q changes, risk factors and insider trading
Willow Lane Acquisition Corp. II (also WLIIU, WLIIW) · Nasdaq · Blank Checks · CIK 2083946 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare..
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement and (ii) 2026 First Quarter Form 10-Q. As of the date of this Report, there have been no material changes with respect to those risk factors. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Removed heading “Our search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected by current global geopolitical conditions and armed conflicts between Ukraine and Russia and in the Middle East between United States, Israel and Iran and others, as well as by other events that are outside of our control.”
Removed heading “Military or other conflicts in Ukraine, between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia or other armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.”
Removed heading “We may seek to extend the Combination Period, which could reduce the amount held in our Trust Account and have adverse effects on our Company.”
Removed heading “We anticipate that our securities will be suspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by the Nasdaq 36-Month Requirement. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to consummate an initial Business Combination.”
Largest changes
“Our ability to find a potential target business and the business of any company with which we may consummate a Business Combination could be materially and adversely affected by events that are outside of our control. For example, United States and global markets have experienced and may continue to experience volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent conflict in the Middle East and Southwest Asia between the United States, Israel and Iran and others. …”see in full comparison
“The invasion of Ukraine by Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. …”see in full comparison
“Our search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected by current global geopolitical conditions and armed conflicts between Ukraine and Russia and in the Middle East between United States, Israel and Iran and others, as well as by other events that are outside of our control.”see in full comparison
“Military or other conflicts in Ukraine, between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia or other armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.”see in full comparison
“We anticipate that our securities will be suspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by the Nasdaq 36-Month Requirement. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to consummate an initial Business Combination.”see in full comparison
“Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect our search for an initial Business Combination and any target business with which we may ultimately consummate an initial Business Combination.”see in full comparison
Full comparison: every changed paragraph (17)
As
a smaller reporting company
under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However,
for detailed descriptions of
the risks relating to our Company, see the section titled “Risk
Factors” contained in our (i) IPO Registration Statement.Statement and
(ii) 2026 First Quarter Form 10-Q. As of the date of this Report, there have been no material changes with
respect to those risk factors, other than as set forth below. factors.
Any of these previously
disclosed risk factors could result in a significant or material adverse effect on our results of operations or
financial condition.
Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate
an initial
Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in
our future
filings with the SEC.
Our
search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination,
may be materially adversely affected by current global geopolitical conditions and armed conflicts between Ukraine and Russia and in the
Middle East between United States, Israel and Iran and others, as well as by other events that are outside of our control.
Our
ability to find a potential target business and the business of any company with which we may consummate a Business Combination could
be materially and adversely affected by events that are outside of our control. For example, United States and global markets have
experienced and may continue to experience volatility and disruption following the geopolitical instability resulting from the ongoing
Russia-Ukraine conflict and the recent conflict in the Middle East and Southwest Asia between the United States, Israel and Iran and others.
Recent hostilities between the United States, Israel and Iran and others have caused significant disruption in the normal flow of oil,
refined petroleum products and related commodities, with consequent price rises and associated economic volatility. In response to such
conflicts, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the
United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions
against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society
for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have
also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake
military strikes in locations related to the conflicts, including but not limited to Iran, and there have been retaliatory military responses,
increasing geopolitical tensions among a number of nations.
The
invasion of Ukraine by Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle
East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,
the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that
could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts and geopolitical
turmoil are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit
and capital markets, as well as supply chain interruptions, changes in consumer or producer purchasing behavior and increased cyber-attacks
against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and
lead to instability and lack of liquidity in capital markets.
Similarly,
other events outside of our control, including natural disasters, climate-related events and pandemic or health crises (such as the COVID-19
pandemic) may arise from time to time, and any such events may cause significant volatility and declines in the global markets and have
disproportionate impacts to certain industries or sectors and disruptions to commerce (including economic activity, travel and supply
chain), and may adversely affect the global economy or capital markets.
Any
of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting
from the Russian invasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle
East and Southwest Asia and subsequent sanctions or related actions, could adversely affect our search for an initial Business Combination
and any target business with which we may ultimately consummate an initial Business Combination.
The
extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could
be substantial, particularly if current or new sanctions continue for an extended period of time, if geopolitical tensions result in expanded
military operations on a global scale or if there are disruptions in the supply of oil or other commodities.
Any
such disruptions may also have the effect of heightening many of the other risks described in this Item. If these disruptions or other
matters of global concern continue for an extensive period of time, our ability to consummate an initial Business Combination, or the
operations of a target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected.
In addition, our ability to consummate a transaction may be dependent on the ability to raise equity or debt financing, which may be impacted
by these and other events, including as a result of increased market volatility or decreased availability of third-party financing on
acceptable terms or at all.
Military
or other conflicts in Ukraine, between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia or
other armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or
financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.
Military
or other conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed
hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition
of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and
economic uncertainty, any of which could make it more difficult for us to identify a Business Combination target and consummate an initial
Business Combination on acceptable commercial terms, or at all.
We may seek to extend the Combination Period,
which could reduce the amount held in our Trust Account and have adverse effects on our Company.
If we are unable to consummate
our initial Business Combination on or before February 17, 2028, we may seek shareholder approval to extend the Combination Period by
amending our Amended and Restated Articles. In such event, our Public Shareholders will be provided the opportunity to have all or a portion
of their Public Shares redeemed. Any redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect
our ability to consummate our initial Business Combination and may also impair our ability to maintain our Nasdaq listing.
We anticipate that our securities will be
suspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by the Nasdaq 36-Month Requirement.
Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our
ability to consummate an initial Business Combination.
Our IPO Registration Statement
was declared effective by the SEC on January 30, 2026 and our securities are currently listed on the Global Market tier of Nasdaq. Pursuant
to our Amended and Restated Articles, we have until February 17, 2028 to consummate our initial Business Combination.
Under the Nasdaq Rules, a
SPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the Nasdaq 36-Month Requirement,
and Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing before the hearing panel of Nasdaq
(the “Hearing Panel”), the scope of the Hearing Panel’s review is limited. If a SPAC completes a Business Combination
after receiving a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a “Staff Delisting Determination”)
and/or demonstrates compliance with all applicable initial listing requirements, the combined company can apply to list its securities
on Nasdaq pursuant to the normal application review process. The Nasdaq Rules contain a list of deficiencies that would immediately result
in a Staff Delisting Determination, which includes noncompliance with the Nasdaq 36-Month Requirement.
Accordingly, were we to amend
our Amended and Restated Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would
still need to consummate our initial Business Combination on or prior to 36-Month in order to avoid a suspension of our securities from
trading on and delisting from Nasdaq. If Nasdaq were to suspend our securities from trading and delist our securities, our securities
could potentially be quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our Nasdaq
suspension and delisting could have significant material adverse consequences, including:
In addition, if our securities are delisted from Nasdaq, trading in
our securities, and offers and sales of our securities by us, may be subject to state securities regulation and additional compliance
costs.
Management's Discussion & Analysis (MD&A)
Removed heading “Recent Developments”
Largest changes
“On April 2, 2026, we announced that, commencing on April 6, 2026, the holders of the Public Units may elect to separately trade the Class A Ordinary Shares and the Public Warrants included in the Public Units. Any Public Units not separated will continue to trade on the Nasdaq Global Market under the symbol “WLIIU.” The Class A Ordinary Shares and the Public Warrants now trade on the Nasdaq Global Market under the symbols “WLII” and “WLIIW,” respectively.”see in full comparison
“For the six months ended June 30, 2026, we had net income of $1,337,090, which consisted of interest earned on marketable securities held in Trust Account of $1,836,328 offset by general and administrative expenses of $346,277 and compensation expense of $152,961.”see in full comparison
For thesee in full comparisonthreesix months ended JuneMarch 31,30, 2026, cash used in operating activities was$349,689.$448,037. Net income of$75,360$1,337,090 was affected by interest earned on marketable securities held in the Trust Account of$368,828,$1,836,328, compensation expense of$132,980$152,961 and payment of operation costs throughpromissorythenoteIPO Promissory Note of$14,200.$31,825. Changes in operating assets and liabilities used $203,401 of cash for operating activities.
Commencing on February 12, 2026, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $25,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months endedsee in full comparisonMarchJune31,30, 2026,wewere $75,000 and $100,000, respectively, were incurred and paid$25,000underinthefeesAdministrativefor these services.Services Agreement.
For the three months ended Junesee in full comparisonMarch 31,30, 2026, we had net income of$75,360,$1,261,731, which consisted of interest earned on marketable securities held in Trust Account of$368,828$1,467,500 offset by general and administrative expenses of$160,488$185,788 and compensation expense of$132,980.$19,981.
Full comparison: every changed paragraph (15)
Recent
Developments
On
April 2, 2026, we announced that, commencing on April 6, 2026, the holders of the Public Units may elect to separately trade the Class
A Ordinary Shares and the Public Warrants included in the Public Units. Any Public Units not separated will continue to trade on the
Nasdaq Global Market under the symbol “WLIIU.” The Class A Ordinary Shares and the Public Warrants now trade on the Nasdaq
Global Market under the symbols “WLII” and “WLIIW,” respectively.
We
have neither engaged in
any operations nor generated any revenues to date. Our only activities since August 1, 2025 (inception) through
March 31,June 30, 2026 have been
(i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying
and evaluating prospective
acquisition candidates and activities in connection with the initial Business Combination. We will not generate
any operating revenues
until after completion of our initial Business Combination. We have generated non-operating income in the form
of interest income on investments
held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses
as a result of being a public company
(for legal, financial reporting, accounting and auditing compliance, among other things), as well
as for due diligence expenses.
For
the three months ended
June March 31,30, 2026, we had net income of $75,360,$1,261,731, which consisted of interest earned on marketable securities held
in Trust Account of $368,828 $1,467,500
offset by general and administrative expenses of $160,488$185,788 and compensation expense of $132,980.$19,981.
For the six months ended June 30, 2026, we had net income of $1,337,090, which consisted of interest earned on marketable securities held in Trust Account of $1,836,328 offset by general and administrative expenses of $346,277 and compensation expense of $152,961.
For
the threesix months ended
June March 31,30, 2026, cash used in operating activities was $349,689.$448,037. Net income of $75,360$1,337,090 was affected by interest
earned on marketable
securities held in the Trust Account of $368,828,$1,836,328, compensation expense of $132,980$152,961 and payment of operation costs
through promissorythe noteIPO Promissory
Note of $14,200.$31,825. Changes in operating assets and liabilities used $203,401 of cash for operating activities.
As
of MarchJune 31,30, 2026, we had
cash balance of $1,447,573$1,315,359 outside of the Trust Account and a working capital surplus of $1,497,881.$1,331,545.
As
of MarchJune 31,30, 2026, we had
cash and investments held in the Trust Account of $144,118,828$145,586,328 (including approximately $368,828$1,836,328 of interest
income earned since the
IPO available to pay taxes, if any). We may withdraw interest from the Trust Account to pay taxes, if any. We intend
to use substantially
all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account
(which interest shall
be net of any taxes payable and exclude the Deferred Fee), to complete our Business Combination. To the extent
that our share capital
or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds
held in the Trust
Account will be used as working capital to finance the operations of the post Businesspost-Business Combination company, to make
other acquisitions
and to pursue growth strategies.
To
mitigate the risk that
we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases
the longer that we hold
investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment
of all factors related
to our potential status under the Investment Company Act) instruct the trusteeContinental to liquidate the investments held
in the Trust Account
and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a
bank.
As
of MarchJune 31,30, 2026, we had
cash held outside of the Trust Account of $1,447,573.$1,315,359. We use the funds held outside the Trust Account primarily
to identify and evaluate
target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,
plants, or similar
locations of prospective target businesses or their representatives or owners, review corporate documents and material
agreements of prospective
target businesses, and structure, negotiate and complete a Business Combination.
Our
liquidity needs through
June March 31,30, 2026 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the
issuance of our Founder Shares,
(ii) a loan pursuant to the IPO Promissory Note, and (iii) the net proceeds from the consummation of
the Initial Public Offering and the
Private Placement held outside the Trust Account.
In
order to fund working
capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain
of our officers and
directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If
we complete a Business
Combination, we intend to repay such Working Capital Loans, except to the extent that the lender opts to convert
such Working Capital
Loans into warrants, as described below. In the event that a Business Combination does not close, we may use a portion
of the working
capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would
be used for such
repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination
entity at a price
of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying
securities).
As of MarchJune 31,30, 2026, we did not have any borrowings under any Working Capital Loans.
Commencing
on February 12,
2026, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $25,000
per month
for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement.
For the three
and six months ended MarchJune 31,30, 2026, wewere $75,000 and $100,000, respectively, were incurred and paid $25,000under inthe feesAdministrative for these services.Services
Agreement.
The
preparation of the unaudited
condensed financial statements and notes thereto included in this Report under Item 1. “Financial
Statements” in conformity
with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets
and liabilities, income and
expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements.
These accounting estimates
require the use of assumptions about matters, some of which are highly uncertain at the time of estimation.
Management bases its estimates
on historical experience and on various other assumptions it believes to be reasonable under the circumstances,
the results of which form
the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience
differs from the
assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item
1. “Financial
Statements” could be materially affected. We believe that the following accounting policies involve a higher
degree of judgment
and complexity. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.
In
November 2023, the
FASB issued ASU 2023-07, “Segment reportingReporting (Topic 280): Improvements to Reportable Segment Disclosures”
(“ASU 2023-07”).
The amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment
expenses that are regularly
provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other
segment items included in
the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and
position of the CODM and
an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment
performance and deciding
how to allocate resources. Public entities will be required to provide all annual disclosures currently required
by Topic 280 in
interim periods, and entities with a single reportable segment are required to provide all the disclosures required
by the amendments
in ASU 2023-07 and existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning
after December 15,
2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption
permitted. The Company
adopted ASU 2023-07 on OctoberAugust 22,1, 2025, the date of its inception.
WLII insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding WLII (13F)
None of the 59 investors we track reported a position in their latest 13F.