Willow Lane Sponsor Form 3 Willow Lane Acquisition / B. Luke Weil ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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

(Last) (First) (Middle)

250 WEST 57TH STREET SUITE 415

(Street)

NEW YORK NY 10107

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2024

3. Issuer Name and Ticker or Trading Symbol
Willow Lane Acquisition Corp. [ WLAC ]

4. 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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares(1)	(1)	(1)	Class A Ordinary Shares	4,024,935(2)	(1)	D(2)(3)

1. Name and Address of Reporting Person^*

Weil B. Luke

(Last) (First) (Middle)

250 WEST 57TH STREET SUITE 415

(Street)

NEW YORK NY 10107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Willow Lane Sponsor, LLC

(Last) (First) (Middle)

250 WEST 57TH STREET SUITE 415

(Street)

NEW YORK NY 10107

(City) (State) (Zip)

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.

	/s/ B. Luke Weil	11/07/2024
	/s/ Willow Lane Sponsor, LLC, By: B. Luke Weil, its managing manager	11/07/2024
	** Signature of Reporting Person	Date
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 5 (b)(v).
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