| 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); |
| (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:
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). % |
| (c) | Number of shares as to which the person has:
|
| | (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
|
| 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
|
Rule
13d-1(d)