Sec Form 3 Filing - Weil B. Luke @ Willow Lane Acquisition Corp. - 2024-11-07

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Weil B. Luke 2. Issuer Name and Ticker or Trading Symbol Willow Lane Acquisition Corp. [ WLAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 250 WEST 57TH STREET SUITE 415 3. Date of Earliest Transaction (MM/DD/YY) 11/07/2024 (Street) NEW YORK, NY10107 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 4,024,935 ( 2 ) D ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Weil B. Luke 250 WEST 57TH STREET SUITE 415 NEW YORK, NY10107 X X See Remarks Willow Lane Sponsor, LLC 250 WEST 57TH STREET SUITE 415 NEW YORK, NY10107 X Signatures /s/ B. Luke Weil 11/07/2024 Signature of Reporting Person Date /s/ Willow Lane Sponsor, LLC, By: B. Luke Weil, its managing manager 11/07/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the registration statement on Form S-1 (File No. 333-282495) of Willow Lane Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or 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. ( 2 )These shares represent the Class B ordinary shares held by Willow Lane Sponsor, LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 603,740 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement. ( 3 )There is one managing member of the Sponsor, B. Luke Weil, who holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, B. Luke Weil may be deemed to have beneficial ownership of the securities held of record by the Sponsor. B. Luke Weil disclaims any beneficial ownership except to the extent of his pecuniary interest therein.

Remarks: B. Luke Weil is the Chief Executive Officer and Chairman of the Board of Directors of Willow Lane Acquisition Corp.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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