Weil B. Luke 4

What Happened
Weil B. Luke, CEO (through Willow Lane Sponsor, LLC), converted and exercised derivative securities and disposed of related Issuer securities in connection with the closing of the business combination on May 8, 2026. The filing shows: conversion/exercise of 4,628,674 Class B ordinary shares into 4,628,674 Class A ordinary shares (no cash price), and disposition of 4,007,222 securities valued at $11.50 each (total value reported $46,083,053). These actions reflect the SPAC business combination mechanics (shares/warrants of the Issuer were exchanged or cancelled and replaced with equivalent securities of the combined company, Pubco).

Key Details

• Transaction dates: primary activity on May 8, 2026 (report filed May 12, 2026 — within the two-business-day Form 4 deadline). Prior acquisition noted on Nov 7, 2024.
• Reported items:
  • 4,628,674 Class B → converted to 4,628,674 Class A (exercise/conversion; no cash consideration reported).
  • 4,007,222 securities reported at $11.50 each, total $46,083,053 (disposed in connection with the business combination).
• Shares/warrants of the Issuer were cancelled or exchanged for equivalent Pubco securities at closing; following the Business Combination, the Sponsor and Mr. Weil own zero Class A ordinary shares and zero warrants of the Issuer (per footnotes F2 and F5).
• Beneficial ownership: Willow Lane Sponsor, LLC is the record holder; B. Luke Weil is sole managing member and may be deemed to beneficially own the Sponsor-held securities but disclaims beneficial ownership except for pecuniary interest (footnote F1).
• Transaction codes: M = exercise/conversion of derivative; U = disposition in change of control; J = other acquisition. These were change-of-control/exchange transactions tied to the SPAC closing, not open-market trades.

Context
This filing documents SPAC-closing mechanics (founder shares and warrants converting/exchanging at the business combination), not a routine open-market buy or sell. For retail investors, such change-of-control dispositions typically reflect conversion/exchange into the post-combination company's securities rather than a CEO taking cash proceeds via an open-market sale.