Part I. Financial Information [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements.) The company, a non-operational blank check entity, reported a $2.46 million net income for H1 2025 from trust account interest, with assets of $131.2 million primarily held in trust [Condensed Financial Statements](index=4&type=section&id=Condensed%20Financial%20Statements) Condensed Balance Sheet Highlights (Unaudited) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,121,801 | $1,368,608 | | Investments in Trust Account | $129,902,367 | $127,163,421 | | **Total Assets** | **$131,216,755** | **$128,753,770** | | **Liabilities & Equity** | | | | Total Liabilities | $4,511,581 | $4,504,272 | | Class A Ordinary Shares subject to possible redemption | $129,902,367 | $127,163,421 | | Total Shareholders' Deficit | ($3,197,193) | ($2,913,923) | Condensed Statement of Operations (Unaudited) | Account | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | General and administrative expenses | $162,835 | $305,907 | | Loss from operations | ($162,835) | ($305,907) | | Interest earned on Investments in Trust Account | $1,374,969 | $2,738,946 | | **Net income** | **$1,222,925** | **$2,455,676** | | Basic and diluted net income per share, Class A | $0.07 | $0.14 | Condensed Statement of Cash Flows (Unaudited) | Cash Flow Item | Six Months Ended June 30, 2025 | | :--- | :--- | | Net income | $2,455,676 | | Interest earned on Investments in Trust Account | ($2,738,946) | | **Net cash used in operating activities** | **($246,807)** | | Cash - Beginning of period | $1,368,608 | | **Cash - End of period** | **$1,121,801** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the company's formation, IPO proceeds, accounting policies for redeemable shares, related party transactions, and key commitments - The Company is a blank check company formed to effect a Business Combination and **has not commenced any operations** as of June 30, 2025[20](index=20&type=chunk)[21](index=21&type=chunk) - On November 12, 2024, the Company consummated its IPO of 12,650,000 units at $10,00 per unit, generating gross proceeds of **$126.5 million**[23](index=23&type=chunk)[28](index=28&type=chunk) - Class A Ordinary Shares subject to redemption are classified as temporary equity, with the redemption value increasing to **$129.9 million** as of June 30, 2025[54](index=54&type=chunk) - The Company pays an affiliate of the Sponsor **$10,000 per month** for office space and administrative support, totaling $60,000 for H1 2025[69](index=69&type=chunk) - The underwriters are entitled to a deferred underwriting discount of **$4,427,500** payable upon the completion of the Company's initial Business Combination[77](index=77&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses the company's non-operational status, with net income of $2.46 million for H1 2025 driven by trust interest, and sufficient working capital - The company's activities since inception have been limited to organizational activities, the IPO, and searching for a **Business Combination target**[104](index=104&type=chunk)[108](index=108&type=chunk) Results of Operations Summary | Period | Net Income | Key Drivers | | :--- | :--- | :--- | | **Three Months Ended June 30, 2025** | $1,222,925 | $1.37M interest income from Trust Account, offset by $162,835 in operating expenses | | **Six Months Ended June 30, 2025** | $2,455,676 | $2.74M interest income from Trust Account, offset by $305,907 in operating expenses | - As of June 30, 2025, the company had **$1.12 million in cash** for working capital and **$129.9 million** in cash and investments held within the Trust Account[114](index=114&type=chunk)[115](index=115&type=chunk) - The Sponsor may provide up to **$1.5 million in Working Capital Loans**, which can be converted into warrants at $1.00 per warrant upon a Business Combination[117](index=117&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk.) As a smaller reporting company, the company is not required to provide disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is **not required to provide** quantitative and qualitative disclosures about market risk[130](index=130&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025 - Based on an evaluation conducted by management, the company's principal executive officer and principal financial officer concluded that the disclosure controls and procedures were **effective** as of June 30, 2025[132](index=132&type=chunk) Part II. Other Information [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings.) The company is not aware of any material pending or contemplated litigation - There is **no material litigation** currently pending or contemplated against the company or its officers and directors[136](index=136&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors.) Key risks include impacts from international trade policies and the potential for Nasdaq delisting if a business combination is not completed by November 2027 - Changes in **international trade policies and tariffs** could negatively impact the search for a suitable business combination target or the future performance of a post-combination company[138](index=138&type=chunk)[140](index=140&type=chunk) - The company's securities face **suspension and delisting** from Nasdaq if a business combination is not completed by November 7, 2027, in accordance with Nasdaq's 36-month requirement for SPACs[142](index=142&type=chunk)[143](index=143&type=chunk)[145](index=145&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) No unregistered sales of equity securities occurred, and the use of IPO proceeds remains unchanged - There were **no unregistered sales** of equity securities in the reported period[147](index=147&type=chunk) - There has been **no material change** in the planned use of proceeds from the IPO and Private Placement as described in the IPO Registration Statement[148](index=148&type=chunk) [Other Information](index=34&type=section&id=Item%205.%20Other%20Information.) No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - **No directors or officers** adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025[152](index=152&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits.) This section lists filed exhibits, including officer certifications and Inline XBRL data files - The report includes exhibits such as **CEO and CFO certifications** (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101 series)[154](index=154&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42400 WILLOW LANE ACQUISITION CORP. (MARK ONE) | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42400 Willow Lane Acquisition Corp. (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | 250 West 57 Street, Suite ...