Willow Lane Acquisition Corp. - 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31,2024or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number:001-42400 Willow Lane Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman IslandsN/A(Stateorotherjurisdictionofincorporationororganization)(I.R.S.EmployerIdentificationNo.) Registrant’s telephone number, including area code:(646)565-3861 Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and LargeacceleratedfilerNon-accelerated filerEmerging growth company AcceleratedfilerSmallerreportingcompany If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☒No☐ The registrant’s shares were not listed on any exchange and had no value as of the last business day of the second fiscal quarter of 2024. Theregistrant’s Units begin trading onTheNasdaq Stock Market LLC on November 8, 2024 and the registrant’s Class A Ordinary Shares andRedeemable Warrants began trading onTheNasdaq Stock Market LLC on December 30, 2024. Accordingly, there was no market value for theregistrant’s public securities as of the last business day of the second fiscal quarter of 2024. The aggregate market value of the registrant’s Class As of March 27, 2025, there were12,650,000Class A Ordinary Shares, par value $0.0001per share, and4,628,674Class B Ordinary Shares,par value $0.0001per share, of the registrant issued and outstanding. TABLE OF CONTENTS PART I Item 1.Business.1Item 1A.Risk Factors.19Item 1B.Unresolved Staff Comments.22 PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.24Item 6.[Reserved]25Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.25 PART III Item 10.Directors, Executive Officers and Corporate Governance.31Item 11.Executive Compensation.37 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under Item 7. “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act(as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use offorward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,”“potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There ●our ability to complete our initi