NEW YORK — February 12, 2026
Executive Summary
Willow Lane Acquisition Corp. II has announced the pricing of its initial public offering of 12,500,000 units at $10.00 per unit, generating gross proceeds of $125,000,000 before underwriting discounts and expenses. The units are expected to be listed on The Nasdaq Global Market and commence trading under the ticker symbol “WLIIU.” Each unit consists of one Class A ordinary share and one-fourth of one redeemable warrant, with each whole warrant exercisable at $11.50 per share, subject to adjustment. The offering is expected to close on February 17, 2026, subject to customary closing conditions. The Company has also granted the underwriters a 45-day over-allotment option to purchase up to an additional 1,875,000 units at the offering price.
Announcement Overview
Willow Lane Acquisition Corp. II, a blank check company formed for the purpose of effecting a business combination, announced that it has priced its initial public offering of 12,500,000 units at a public offering price of $10.00 per unit. The aggregate gross proceeds from the offering are expected to total $125 million prior to the deduction of underwriting discounts and estimated offering expenses.
The Company’s units are expected to begin trading on The Nasdaq Global Market tier of The Nasdaq Stock Market LLC under the symbol “WLIIU.” Following the separation of the units, the Class A ordinary shares and warrants are expected to trade separately under the symbols “WLII” and “WLIIW,” respectively.
The offering is expected to close on February 17, 2026, subject to customary closing conditions. BTIG, LLC is acting as the sole book-running manager for the offering.
The Company has granted the underwriters a 45-day option to purchase up to an additional 1,875,000 units at the initial public offering price to cover over-allotments, if any.
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Key Announcement Details
- Announcement Classification: Pricing of Initial Public Offering
- Issuer Legal Name: Willow Lane Acquisition Corp. II
- Issuer Structure: Blank check company / Special Purpose Acquisition Company (SPAC)
- Formation Purpose: To effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination
- Total Units Offered (Base Offering): 12,500,000 units
- Public Offering Price Per Unit: $10.00
- Aggregate Gross Proceeds (Base Offering): $125,000,000
- Underwriting Discounts and Expenses: To be deducted from gross proceeds (as detailed in prospectus)
- Unit Composition:
- One (1) Class A ordinary share
- One-fourth (1/4) of one redeemable warrant
- Warrant Ratio: Four (4) units required to receive one (1) whole warrant
- Whole Warrant Entitlement: Each whole warrant entitles the holder to purchase one Class A ordinary share
- Warrant Exercise Price: $11.50 per share
- Warrant Adjustment Provisions: Subject to certain adjustments as described in the prospectus
- Fractional Warrants: No fractional warrants issued upon separation
- Tradable Warrant Units: Only whole warrants will trade
- Listing Exchange: The Nasdaq Global Market
- Listing Authority: The Nasdaq Stock Market LLC
- Unit Trading Symbol: WLIIU
- Class A Ordinary Share Trading Symbol (post-separation): WLII
- Warrant Trading Symbol (post-separation): WLIIW
- Expected Trading Commencement Date: February 13, 2026
- Expected Closing Date: February 17, 2026
- Closing Conditions: Subject to customary closing conditions
- Underwriter: BTIG, LLC
- Underwriter Role: Sole book-running manager
- Over-Allotment Option Period: 45 days from date of prospectus
- Over-Allotment Option Size: Up to 1,875,000 additional units
- Over-Allotment Pricing: $10.00 per unit
- Maximum Additional Gross Proceeds (if exercised in full): $18,750,000
- Total Potential Gross Proceeds (including full over-allotment): $143,750,000
- SEC Registration Statement: Filed with the U.S. Securities and Exchange Commission
- SEC Effectiveness Date: January 30, 2026
- Offering Method: Public offering made solely by means of a prospectus
- Prospectus Distribution: Available via BTIG, LLC and the SEC website
- Primary Business Strategy: Identify and complete a business combination with an established middle-market company positioned for continued growth
- Industry Focus: Not limited to any specific industry or stage of corporate development
- Chief Executive Officer and Chairman: B. Luke Weil
- Chief Financial Officer: George Peng
- Chief Operating Officer: Marjorie (Maya) Hernandez
- Board Members: Simón Gaviria Muñoz, Robert Stevens, Rayne Steinberg, Mauricio Orellana
- Advisor to the Company: A. Lorne Weil
Offering Structure and Securities Details
Each unit issued in the offering consists of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in the prospectus.
No fractional warrants will be issued upon separation of the units. Only whole warrants will trade. Once the securities comprising the units begin separate trading, the Company expects the Class A ordinary shares and warrants to be listed independently on Nasdaq under their respective ticker symbols.
The Company’s securities are being offered pursuant to an effective registration statement previously filed with the U.S. Securities and Exchange Commission. The offering is being made solely by means of a prospectus.
Listing and Trading Information
The Company’s units are expected to begin trading on The Nasdaq Global Market under the ticker symbol “WLIIU.” Following the separation of the units into their underlying components, the Class A ordinary shares and warrants are expected to trade under the symbols “WLII” and “WLIIW.”
The Company has stated that the separation of the units will occur at a future date to be determined in accordance with the terms described in the prospectus. Investors holding units will not receive fractional warrants upon separation.
Underwriting and Distribution
BTIG, LLC is acting as the sole book-running manager for the offering. The Company has granted the underwriters a 45-day option to purchase up to 1,875,000 additional units at the public offering price of $10.00 per unit to cover over-allotments, if any.
The offering is subject to customary closing conditions, including but not limited to the satisfaction of regulatory and contractual requirements.
Copies of the prospectus, when available, may be obtained from BTIG, LLC at 65 East 55th Street, New York, New York 10022, or via email at ProspectusDelivery@btig.com. The prospectus is also available through the U.S. Securities and Exchange Commission’s website.
Business Purpose and Acquisition Strategy
Willow Lane Acquisition Corp. II is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.
The Company has stated that it may pursue an acquisition opportunity in any business or industry or at any stage of corporate development. However, it has indicated a focus on completing a business combination with an established middle-market company positioned for continued growth and led by an experienced management team.
As a special purpose acquisition company, Willow Lane Acquisition Corp. II does not currently engage in commercial operations. Its principal activity consists of identifying and evaluating potential acquisition targets with the intention of completing a business combination.
Management and Governance
The Company’s management team is led by B. Luke Weil, who serves as Chief Executive Officer and Chairman of the Board of Directors. George Peng serves as Chief Financial Officer. Marjorie (Maya) Hernandez serves as Chief Operating Officer.
The Board of Directors includes Simón Gaviria Muñoz, Robert Stevens, Rayne Steinberg, and Mauricio Orellana. A. Lorne Weil serves as Advisor to the Company.
The Company has indicated that its leadership team and Board members bring experience across corporate governance, investment oversight, and operational strategy. The Company’s structure is designed to support the identification, evaluation, and execution of a potential business combination.
Regulatory Disclosure
A registration statement relating to the securities has been filed with the U.S. Securities and Exchange Commission and became effective on January 30, 2026. The offering is being made only by means of a prospectus.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. There shall be no sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of applicable securities laws, including statements regarding the proposed initial public offering and the Company’s search for an initial business combination. There can be no assurance that the offering will be completed on the terms described or at all, or that the net proceeds will be used as indicated.
Forward-looking statements are subject to numerous conditions, many of which are beyond the Company’s control, including those described in the “Risk Factors” section of the Company’s registration statement and preliminary prospectus filed with the SEC. The Company undertakes no obligation to update forward-looking statements except as required by law.
About Willow Lane Acquisition Corp. II
Willow Lane Acquisition Corp. II is a special purpose acquisition company incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. As a blank check company, it has no current operating business and generates no revenue from commercial activities.
The Company completed the pricing of its initial public offering of 12,500,000 units at $10.00 per unit, generating $125 million in gross proceeds prior to underwriting discounts and offering expenses. The Company has also granted underwriters an option to purchase up to 1,875,000 additional units to cover over-allotments, if any.
The Company’s securities are expected to trade on The Nasdaq Global Market under the ticker symbol “WLIIU,” with underlying Class A ordinary shares and warrants expected to trade under the symbols “WLII” and “WLIIW,” respectively.
Willow Lane Acquisition Corp. II is led by Chief Executive Officer and Chairman B. Luke Weil, Chief Financial Officer George Peng, and Chief Operating Officer Marjorie Hernandez. The Board includes Simón Gaviria Muñoz, Robert Stevens, Rayne Steinberg, and Mauricio Orellana, with A. Lorne Weil serving as Advisor.
The Company intends to identify and complete a business combination with an established middle-market company positioned for continued growth. Its focus is on evaluating opportunities across industries and stages of corporate evolution, subject to regulatory requirements and shareholder approval.
Media Contact
For additional information, visit willowspac.com.
Source Attribution
Source: Company announcement