| 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:
Wealthspring Capital LLC
Matthew Simpson |
| (b) | Address or principal business office or, if
none, residence:
The principal business address for Wealthspring and for Mr. Simpson is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604.
|
| (c) | Citizenship:
Wealthspring Capital LLC - NEW YORK
Matthew Simpson - UNITED STATES |
| (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); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (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); |
| (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). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Each of Wealthspring Capital LLC and Mr. Simpson may be deemed to beneficially own 708,610 shares. |
| (b) | Percent of class:
5.6 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Wealthspring Capital LLC - 0
Matthew Simpson - 0
|
| | (ii) Shared power to vote or to direct the
vote:
Wealthspring Capital LLC - 708,610
Matthew Simpson - 708,610
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Wealthspring Capital LLC - 0
Matthew Simpson - 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Wealthspring Capital LLC - 708,610
Matthew Simpson - 708,610
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Wealthspring Capital LLCs clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported on this statement. No one other persons interest in the securities reported herein is more than 5%.
|
| 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
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
