Willow Lane Acquisition Corp II-A美股招股说明书(2026-02-13版)

Willow Lane Acquisition Corp.II 12,500,000Units Willow Lane Acquisition Corp.II is a blank check company incorporated as a Cayman Islands exemptedcompany and 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, which we refer tothroughout this prospectus as our initial business combination. We have not selected any business combinationtarget and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. However, our management team had been actively engaged indiscussions with potential business combination partners that had previously been in discussions with WillowLane Acquisition Corp., and we may pursue business combination partners that had previously been indiscussion with Willow Lane Acquisition Corp.’s management team. We may pursue an initial businesscombination in any business or industry or in any geographic region. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneClassA ordinary share and one-fourth (1/4) of one redeemable warrant, as described in more detail in thisprospectus. Each whole warrant entitles the holder thereof to purchase one ClassA ordinary share at a price of$11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractionalwarrants will be issued upon separation of the units and only whole warrants will trade. The warrants willbecome exercisable 30days after the completion of our initial business combination, and will expire five(5)years after the completion of our initial business combination or earlier upon redemption or our liquidation,as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to anadditional 1,875,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain,vote for, or vote against, our initial business combination, all or a portion of their ClassA ordinary shares thatwere sold as part of the units in this offering, which we refer to collectively as our public shares, upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account described below as of twobusinessdays prior to the consummationof our initial business combination, including interest earned on the funds held in the trust account (net ofamounts withdrawn to pay our taxes, other than excise taxes, if any), divided by the number of then outstandingpublic shares, subject to applicable law and the limitations and on the conditions described herein. The proceedsplaced in the trust account and the interest earned thereon are not intended to be used to pay for possible excisetax or any other fees or taxes that may be levied on the Company pursuant to any current, pending or futurerules or laws, including without limitation any excise tax due under the Inflation Reduction Actof2022 on anyredemptions or stock buybacks by our company.See“Summary—The Offering—Redemptionrightsforpublicshareholdersupon completion of our initial business combination”on page 33 and“Summary—TheOffering—Redemptionofpublicsharesand distribution and liquidationifno initial business combination”on page 38 for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant tothe tender offer rules, our amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section13 of the Securities ExchangeActof1934, asamended (the “ExchangeAct”), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. However, we would not berestricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholdersthat hold more than 15% of the shares sold in this offering) for or against our initial business combination.See“Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more of theshares sold in this offering if we hold shareholder vote” on page 37 for further discussion on certainlimitations of redemption rights. Our sponsor, Willow Lane SponsorII, LLC, and BTIG, LLC,the underwriters in this offering, have committed,pursuant to written agreements, to purchase from us an aggregate of 476,555 private placement units (or514,055 private placement units if the underwriters’ over-allotment optio