September 24, 2024

B. Luke Weil
Chief Executive Officer
Willow Lane Acquisition Corp.
250 West 57th Street
Suite 415
New York, NY 10107

       Re: Willow Lane Acquisition Corp.
           Draft Registration Statement on Form S-1
           Submitted August 12, 2024
           CIK No. 0002032379
Dear B. Luke Weil:

       We have reviewed your draft registration statement and have the
following comments.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.

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.
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.
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
 September 24, 2024
Page 2

       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."
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.
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.
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

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).
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.
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.
 September 24, 2024
Page 3
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.
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.
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.
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.
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.
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.

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
 September 24, 2024
Page 4

       or how the transfer restrictions disclosed on page 96 relate to the
non-managing sponsor
       investors' expression of interest.
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.
Executive Officer and Director Compensation, page 121

18.    Please revise to discuss the membership interests in the sponsor that
your independent
       directors will receive for their services as a director. See Item
402(r)(3) of Regulation S-
       K.
Conflicts of Interest, page 124

19.    Please revise your disclosure to clarify whether each of Mr. Peng or Mr.
Stevens
       has fiduciary duties or contractual obligations to other entities.
20.    Please revise to state the basis for your statement that you do not
believe that the fiduciary
       duties or contractual obligations of your officers or directors will
materially affect your
       ability to complete your initial business combination.
Principal Shareholders, page 128

21.    Please revise the narrative disclosure preceding the table to disclose
the percentage of
       your public units that may be purchased by the non-managing sponsor
investors.
Expression of Interest, page 130

22.    Based on the expression of interest of the non-managing sponsor
investors, and
       your disclosure that the non-managing investors will hold membership
interests in the
       sponsor, please revise to disclose the persons or affiliated groups who
may have
       direct and indirect material interests in the sponsor, as well as the
amount of their
       interests. See Item 1603(a)(7) of Regulation S-K.
General

23.    Regarding your disclosure of the expressions of interest by the
non-managing
       sponsor investors to indirectly purchase private placement warrants by
purchasing sponsor
       membership units, please revise to add clarifying disclosure to directly
compare
       the percentage of such private warrants that may be purchased to the
percentage of private
       warrants to be held by the sponsor following the offering (and after
taking into effect
       the transfers of membership interests in your sponsor to the independent
directors, as you
       disclose on page 9 and elsewhere). Please also revise to disclose the
nominal
       purchase price to be paid by them for the founder shares.
24.    Where you discuss the non-managing sponsor investors' expression of
interest,
       please revise to clarify whether their potential purchase of units in
the offering is
       conditioned on their potential indirect purchase of private placement
warrants and founder
       shares in a private placement, or vice versa. In this regard, we note
your disclosure that
 September 24, 2024
Page 5

       the non-managing sponsor investors will potentially have different
interests than your
       other public shareholders in approving your initial business combination
and otherwise
       exercising their rights as public shareholders because of their indirect
ownership of
       founder shares.
25.    Please revise to disclose whether the non-managing sponsor investors'
       membership interest units are subject to any transfer restrictions, such
as a lock-up
       agreement. We note your disclosure on page 17 that except in certain
limited
       circumstances, no member of the sponsor (including the non-managing
sponsor investors)
       may transfer all or any portion of its membership interests in the
sponsor. We also note
       your cross-reference to more information in the Principal Shareholders
section under
       "Restrictions on Transfers of Founder Shares and Private Placement
Warrants." However,
       such disclosure does not appear to address the non-managing sponsor
investors'
       membership interest units in the sponsor.
       Please contact Frank Knapp at 202-551-3805 or Mark Rakip at 202-551-3573
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Benjamin Holt at 202-551-6614 or Mary Beth Breslin at 202-551-3625 with any
other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Real Estate
& Construction
cc:   Anthony Ain