Willow Lane Acquisition II ^{Filed Terms, Nasdaq: WLIIU}

We are a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines: We will seek to invest in one or more businesses with valuations below $1 billion, positive EBITDA and sustainable cash flows. We intend to leverage the broad sector expertise of our management team and look to invest in businesses in consumer goods, gaming and leisure, industrial manufacturing, including domestic and international candidates, reflecting our collective transaction history. We will seek to invest in one or more businesses that have generated attractive unit economics at scale. We will seek to invest in one or more businesses that have a leading, growing or unique niche market position in their respective sectors. We will seek to acquire one or more businesses with an experienced management team. We will seek to acquire one or more businesses that will benefit from being publicly traded.