SecProbe.io

CORRESP
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filename1.htm

  VIA EDGAR
  October 3,
  2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. Benjamin Holt and Ms. Mary Beth Breslin

Re:
Willow Lane Acquisition Corp.

Draft
Registration Statement on Form S-1

Submitted
August 12, 2024

CIK
No. 0002032379

Ladies
and Gentlemen:

Willow
Lane Acquisition Corp. (the “Company,” “we,” “our” or “us”)
hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”), dated September 24, 2024, regarding the Draft Registration Statement
on Form S-1 submitted to the Commission on August 12, 2024 (the “Draft Registration Statement”). This letter will
be filed concurrently with the filing of a registration statement on Form S-1 (the “Registration Statement”).

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s
response.

Draft
Registration Statement on Form S-1 submitted August 12, 2024

Cover
Page

 1. Please
                                            revise to clarify the maximum percentage of the offering, in the aggregate, that could be
                                            purchased by the non-managing sponsor investors.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the cover
page of the Registration Statement to address the Staff’s comment.

 2. We
                                            refer to the paragraph beginning, “Our sponsor and members of our management team .
                                            . . .” Please expand the cross-reference to also refer to your discussion of conflicts
                                            of interest in the summary section. See Item 1602(a)(5) of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the cover
page of the Registration Statement to address the Staff’s comment.

Summary,
page 1

 3. Please
                                            revise to balance your discussion of the prior SPAC/de-SPAC experience of your management
                                            team to disclose redemption levels in connection with each of the initial business combination
                                            transactions disclosed on pages 3 and 4 and to briefly describe the material terms of each
                                            transaction. In addition, expand your discussion to explain that in recent years, a number
                                            of target businesses have underperformed financially post-business combination, as you further
                                            discuss on page 48. Finally, please revise under “Our Company” on page 3 to explain
                                            how the SPAC business combinations your management team participated in “created value
                                            for shareholders.”

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages
6 and 95 of the Registration Statement to address the Staff’s comment.

 4. Please
                                            revise to describe any plans to seek additional financings and how the terms of additional
                                            financings may impact unaffiliated security holders, as required by Item 1602(b)(5) of Regulation
                                            S-K. In this regard, we note your disclosures that you intend to effectuate your initial
                                            business combination using cash from, among other sources, the proceeds of the sale of your
                                            shares pursuant to forward purchase agreements or backstop agreements, that you may raise
                                            funds through the issuance of equity-linked securities or through loans, and that you intend
                                            to target an initial business combination with enterprise values that are greater than you
                                            could acquire with the net proceeds of this offering and the sale of the private placement
                                            warrants.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 9 of the Registration Statement to address the Staff’s comment.

 5. Please
                                            revise the table on page 10 to include the anti-dilution adjustment of the founder shares
                                            and the payment of consulting, success or finder fees. Please revise the disclosures outside
                                            of the table to describe the extent to which the conversion of the working capital loans
                                            into private placement warrants may result in a material dilution of the purchasers’
                                            equity interests. See Item 1602(b)(6) of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages
10 and 96 of the Registration Statement to address the Staff’s comment.

Appointment
and removal of directors . . ., page 18

 6. Please
                                            expand your disclosure here, and elsewhere as appropriate, including your risk factor on
                                            page 34, to also explain the number of public shares needed if a special resolution is required
                                            to approve the initial business combination, including if you assume that only the number
                                            of shares representing a quorum vote their shares. Ability to extend time to complete business
                                            combination, page 20

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages 18, 26, 34, 108, and 138 of the Registration Statement to address the Staff’s comment.

 7. Please
                                            expand to disclose whether there are any limitations on extensions of time to complete an
                                            initial business combination, including the number of times you may seek to extend. See Regulation
                                            S-K Item 1602(b)(4).

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the
cover page and pages 7, 20, 83, and 133 of the Registration Statement to address the Staff’s comment.

Conflicts
of Interest, page 30

 8. Please
                                            revise to also disclose conflicts of interest relating to fees, reimbursements, or cash payments
                                            to your sponsor, officers or directors, or your or their affiliates for services rendered
                                            to you prior to or in connection with the completion of your initial business combination,
                                            as referenced on pages 29-30, including the repayment of up to an aggregate of $300,000 in
                                            loans made to you by your sponsor. Please also revise to clearly disclose the nominal price
                                            paid for the securities and the conflict of interest in determining whether to pursue a de-SPAC
                                            transaction. See Item 1602(b)(7) of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages
30 and 31 of the Registration Statement to address the Staff’s comment.

Summary
of Risk Factors, page 33

 9. Please
                                            expand your fifth summary risk factor to specifically highlight that you may not need any
                                            public shares in addition to the founder shares to be voted in favor of the initial business
                                            combination in order to approve the transaction, as you explain elsewhere in your prospectus.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages 33 and 34 of the Registration Statement to address the Staff’s comment.

 10. Please
                                            expand your disclosure to add a summary risk factor highlighting the risks related to the
                                            non-managing sponsor investors’ expression of interest, as you explain on pages 67-68.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 33 of the Registration Statement to address the Staff’s comment.

We
may issue additional Class A ordinary shares or preference shares . . ., page 49

 11. We
                                            note your disclosure that you may issue additional ordinary or preference shares to complete
                                            your initial business combination. Please expand your disclosures to clearly disclose the
                                            impact to you and investors, including that the arrangements result in costs particular to
                                            the de-SPAC process that would not be anticipated in a traditional IPO. If true, disclose
                                            that the agreements are intended to ensure a return on investment to the investor in return
                                            for funds facilitating the sponsor’s completion of the business combination or providing
                                            sufficient liquidity.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 50 of the Registration Statement to address the Staff’s comment.

We
may not be able to complete an initial business combination . . ., page 56

 12. With
                                            a view toward disclosure, please tell us whether your sponsor has any members who are a non-U.S.
                                            person. Additionally, please revise or advise regarding your statement that, in the event
                                            you are required to liquidate because of failure to obtain any required approvals within
                                            the requisite time period, your warrants “may” be worthless. It is unclear how
                                            the warrants would retain any value if the company were required to liquidate.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages
56 and 57 of the Registration Statement to address the Staff’s comment.

Risk
Factors

Risks
Relating to our Management Team, page 63

 13. We
                                            note the disclosure on page 11 and elsewhere that in order to facilitate your initial business
                                            combination or for any other reason determined by your sponsor in its sole discretion, your
                                            sponsor may surrender or forfeit, transfer or exchange your founder shares, private placement
                                            warrants or any of your other securities, including for no consideration, as well as subject
                                            any such securities to earn-outs or other restrictions, or otherwise amend the terms of any
                                            such securities or enter into any other arrangements with respect to any such securities.
                                            Please add risk factor disclosure about risks that may arise from the sponsor having the
                                            ability to remove itself as your sponsor before identifying a business combination, including
                                            through the unconditional ability to transfer the founder shares or otherwise.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 63 of the Registration Statement to address the Staff’s comment.

Dilution,
page 84

 14. Please
                                            revise here, and elsewhere as appropriate, to expand on your assumption that no ordinary
                                            shares and convertible equity or debt securities are issued by highlighting that you may
                                            need to do so because you intend to target businesses with enterprise values that are greater
                                            than you could acquire with the net proceeds of this offering and the sale of the private
                                            placement warrants, as you explain elsewhere.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 84 of the Registration Statement to address the Staff’s comment.

Our
Sponsor, page 95

 15. Please
                                            revise the table on page 95 to include the payment of consulting, success or finder fees,
                                            as referenced on pages 29 and 126. See Item 1603(a)(6) of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages
10 and 95 of the Registration Statement to address the Staff’s comment.

 16. Please
                                            revise the table on page 96 to disclose the lock-up agreement with the underwriter. See Item
                                            1603(a)(9) of Regulation S-K. In addition, as applicable, please explain whether or how the
                                            transfer restrictions disclosed on page 96 relate to the non-managing sponsor investors’
                                            expression of interest.

Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages 11,
52, 97, 131 and 132 of the Registration Statement to address the Staff’s comment.

Management,
page 119

 17. Please
                                            revise to ensure you have disclosed the business experience during the past five years of
                                            each director, executive officer, and each person nominated or chosen to become a director.
                                            For instance, please ensure you have described the experience for each individual for the
                                            past five years. See Item 401(e) of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages
3, 4, 93, 94 and 119 of the Registration Statement to address the Staff’s comment.

Executive
Officer and Director Compensation, page 121

 18. Please
                                            revise to discuss the membership interest