Willow Lane Acquisition Corp II-A 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-43126 Willow Lane Acquisition Corp. II(Exact name of registrant as specified in its charter) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 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 to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of May 14, 2026, there were 14,889,055 Class A Ordinary Shares, par value $0.0001 per share, and 5,259,857 Class B OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. WILLOW LANE ACQUISITION CORP. II FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 TABLE OF CONTENTS PagePART I – FINANCIAL INFORMATIONItem 1.Financial Statements.1Unaudited Condensed Balance Sheets as of March 31, 2026 and December 31, 20251Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 20262Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31,20263Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 20264Notes to Unaudited Condensed Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.18Item 3.Quantitative and Qualitative Disclosures About Market Risk.22Item 4.Controls and Procedures.22PART II – OTHER INFORMATION23Item 1.Legal Proceedings.23Item 1A.Risk Factors.23Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.25Item 3.Defaults Upon Senior Securities.26Item 4.Mine Safety Disclosures.26Item 5.Other Information.26Item 6.Exhibits.26SIGNATURES27 Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to: ●“Administrative Services Agreement” are to the Administrative Services Agreement, dated February 12, 2026, which weentered into with an affiliate of our Sponsor (as defined below);●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, ascurrently in effect;●“ASC” are to the FASB (as defined below) Accounting Standards Codification;●“ASU” are to the FASB Accounting Standards Update;●“BTIG” are to BTIG, LLC, the sole book-running manager for and representative of the Underwriters (as defined below);●“Board of Directors” or “Board” are to our board of directors;●“Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganizationor similar business combination with one or more businesses;●“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together;●“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;●“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;●“Combination Period” are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) toFebruary 17, 2028 (or such earlier date as determined by the Board), that we have to consummate an initial BusinessCombination, or (ii) such other period in which we must consummate an initial Business Combination pursuant to anamendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchangerules;●“Company,” “our,” “we” or “us” are to Willow Lane