Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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WILLOW LANE ACQUISITION CORP. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G9675P102 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G9675P102 |
| 1 | Names of Reporting Persons
Willow Lane Sponsor, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,628,674.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
26.79 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The 4,628,674 shares reported on Rows 5, 7 and 9 represent Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares") of Willow Lane Acquisition Corp. (the "Issuer") held by Willow Lane Sponsor, LLC (the "Sponsor") which are automatically convertible into the Issuer's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") with or immediately following the Issuer's initial business combination (the "Business Combination") and may be converted at any time prior to the Business Combination at the option of the holder, on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities -- Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-282495). The Sponsor is the record holder of the Class B Ordinary Shares reported herein and has sole voting and dispositive power with respect to those Class B Ordinary Shares. B. Luke Weil is the sole managing member of the Sponsor and has voting and dispositive power with respect to the securities held of record by the Sponsor. The 4,628,674 Class B Ordinary Shares referred to in Rows 5, 7 and 9 exclude 4,007,222 Class A Ordinary Shares that may be purchased by exercising warrants that were issued to the Sponsor in a private placement and that are not exercisable within 60 days. The percentage in Row 11 is based on the aggregate total issued and outstanding ordinary shares of the Issuer, which include 12,650,000 Class A Ordinary Shares issued and outstanding and 4,628,674 Class B Ordinary Shares issued and outstanding as of February 14, 2025.
SCHEDULE 13G
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| CUSIP No. | G9675P102 |
| 1 | Names of Reporting Persons
B. Luke Weil | ||||||||
| 2 | Check the appropr
iate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,628,674.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.79 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The 4,628,674 shares reported on Rows 5, 7 and 9 represent Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares") of Willow Lane Acquisition Corp. (the "Issuer") held by Willow Lane Sponsor, LLC (the "Sponsor") which are automatically convertible into the Issuer's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") with or immediately following the Issuer's initial business combination (the "Business Combination") and may be converted at any time prior to the Business Combination at the option of the holder, on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities -- Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-282495). The Sponsor is the record holder of the Class B Ordinary Shares reported herein and has sole voting and dispositive power with respect to those Class B Ordinary Shares. B. Luke Weil is the sole managing member of the Sponsor and has voting and dispositive power with respect to the securities held of record by the Sponsor. The 4,628,674 Class B Ordinary Shares referred to in Rows 5, 7 and 9 exclude 4,007,222 Class A Ordinary Shares that may be purchased by exercising warrants that were issued to the Sponsor in a private placement and that are not exercisable within 60 days. The percentage in Row 11 is based on the aggregate total issued and outstanding ordinary shares of the Issuer, which include 12,650,000 Class A Ordinary Shares issued and outstanding and 4,628,674 Class B Ordinary Shares issued and outstanding as of February 14, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
WILLOW LANE ACQUISITION CORP. | |
| (b) | Address of issuer's principal executive offices:
250 West 57th Street, Suite 415 New York, New York 10107 | |
| Item 2. | ||
| (a) | Name of person filing:
Willow Lane Sponsor, LLC and B. Luke Weil (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
250 West 57th Street, Suite 415 New York, New York 10107 | |
| (c) | Citizenship:
Willow Lane Sponsor, LLC is a limited liability company formed in Delaware. B. Luke Weil is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G9675P102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of December 31, 2024, the Reporting Persons may be deemed to beneficially own 4,628,674 of the Class B Ordinary Shares of Willow Lane Acquisition Corp. (the "Issuer"). Willow Lane Sponsor, LLC (the "Sponsor") is the record holder of the Class B Ordinary Shares reported herein. B. Luke Weil is the sole managing member of the Sponsor and has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed the beneficial owner of the securities held by the Sponsor. This Statement shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement. | |
| (b) | Percent of class:
The 4,628,674 Class B Ordinary Shares of the Issuer owned by the Reporting Persons constitute 26.79% of the aggregate total number of issued and outstanding ordinary shares of the Issuer, which include 12,650,000 Class A Ordinary Shares issued and outstanding and 4,628,674 Class B Ordinary Shares outstanding as of February 14, 2025. The Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares with or immediately following the Business Combination and may be converted at any time prior to the Issuer's initial business combination at the option of the holder, on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities -- Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-282495). %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Willow Lane Sponsor, LLC: 4,628,674 B. Luke Weil: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Willow Lane Sponsor, LLC: 0 B. Luke Weil: 4,628,674 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Willow Lane Sponsor, LLC: 4,628,674 B. Luke Weil: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Willow Lane Sponsor, LLC: 0 B. Luke Weil: 4,628,674 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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