IPEX 8-K
Inflection Point Acquisition Corp. V (IPEX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| upon the completion of the Company’s initial business combination | The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on October 13, 2025, Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.), a Cayman Islands exempted company (“IPEX”), GOWell Technology Limited, a Cayman Islands exempted company (“GOWell”), GOWell Energy Technology, a Cayman Islands exempted company (“PubCo”), and IPCV Merger Sub Limited, a Cayman Islands exempted company, entered into a Business Combination Agreement (as amended on December 22, 2025, the “Business Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Business Combination Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by IPEX with the Securities and Exchange Commission (the “SEC”) on October 13, 2025.
On July 13, 2026, IPEX and GOWell entered into that certain Second Amendment to the Business Combination Agreement (the “Amendment”) to provide that the earnout based on 2026 EBITDA can be partially earned at 80% achievement of the 2026 EBITDA Target, in addition to the partial earnout at 90% achievement of the 2026 EBITDA Target, which mirrors the earnout structure of the earnout based on the 2027 EBITDA Target and 2028 EBITDA Target. Additionally, the Amendment increases the cap on SPAC Transaction Expenses from $8,000,000 to $9,000,000 and carves out certain specified expenses from such cap.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Additional Information and Where to Find It
In connection with the proposed business combination between IPEX and GOWell (the “Business Combination”), IPEX, GOWell and PubCo have prepared and filed with the SEC a registration statement containing a preliminary proxy statement of IPEX and a preliminary prospectus of PubCo with respect to the securities to be offered in the Business Combination. After the registration statement is declared effective, IPEX will mail a definitive proxy statement/prospectus relating to the Business Combination to its shareholders as of a record date to be established for voting on the Business Combination Agreement and the transactions contemplated thereby. Investors, shareholders and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC when they become available because they will contain important information about IPEX, GOWell and the Business Combination. Investors and shareholders will also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a request to Inflection Point Acquisition Corp. V, 167 Madison Avenue Suite 205 #1017, New York, NY 10016.
Participants in the Solicitation
IPEX, GOWell, and their directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from IPEX’s shareholders in respect of the Business Combination and the other matters set forth in the registration statement. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests by security holdings or otherwise, are contained in the preliminary proxy statement/prospectus relating to the Business Combination and will be contained in the definitive proxy statement/prospectus when it becomes available.
No Offer or Solicitation
This Current Report on Form 8-K and the exhibit hereto are for informational purposes only and are neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
| 2.1* | Amendment to Business Combination Agreement, dated as of July 13, 2026, by and among Inflection Point Acquisition Corp. V and GOWell Technology Limited. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request. |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 17, 2026 |
| INFLECTION POINT ACQUISITION CORP. V | |||
| By: | /s/ Michael Blitzer | ||
| Name: | Michael Blitzer | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 2.1
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT
This Second Amendment to Business Combination Agreement (this “Amendment”), dated as of July 13, 2026 (the “Amendment Date”), amends that certain Business Combination Agreement, dated as of October 13, 2025, as amended on December 22, 2025 (the “Agreement”), by and among Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.), a Cayman Islands exempted company (“SPAC”), GOWell Technology Limited, a Cayman Islands exempted company (the “Company”), GOWell Energy Technology, a Cayman Islands exempted company and IPCV Merger Sub Limited, a Cayman Islands exempted company. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
WHEREAS, pursuant to Section 13.8 of the Agreement, SPAC and the Company (the “Parties”) may amend the Agreement by executing an amendment in writing; and
WHEREAS, the Parties desire to amend the Agreement as provided below.
NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
1. Amendment to the Agreement.
(a). Section 2.10(a)(i) of the Agreement is hereby deleted in its entirety and replaced with the following:
| (i) | If PubCo achieves 2026 EBITDA (x) equal to or greater than 80% of the 2026 EBITDA Target but less than 90% of the EBITDA Target, a one-time issuance of 2,890,000 Earnout Shares, (y) equal to or greater than 90% of the 2026 EBITDA Target but less than 100% of the 2026 EBITDA Target, a one-time issuance of 3,330,000 Earnout Shares, or (z) equal to or greater than 100% of the 2026 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares; |
(b). Section 11.3 of the Agreement is hereby amended and restated as follows:
“Fees and Expenses. Subject to Section 8.13(c), Section 8.14(g) and Section 12.1, unless otherwise expressly provided for in this Agreement, all fees, debt, costs and expenses, and Taxes incurred in connection with entering into this Agreement shall be paid by the Party incurring such fees, costs and expenses, and Taxes. For the avoidance of doubt, (a) if this Agreement is terminated in accordance with its terms, (i) the Company shall pay, or cause to be paid, all unpaid Company Transaction Expenses and (ii) SPAC shall pay, or cause to be paid, all unpaid SPAC Transaction Expenses and (b) if the Closing occurs, PubCo shall pay, or cause to be paid, any unpaid Company Transaction Expenses and SPAC Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, if the Closing occurs, in no event shall the aggregate SPAC Transaction Expenses exceed $9,000,000, including, without limitation, any extension payment deposited into the Trust Account in connection with any Extension pursuant to the SPAC Charter (as amended) or the IPO Prospectus. For purposes of the foregoing cap, none of the following shall constitute a SPAC Transaction Expense: (i) the deferred underwriting commissions set forth in Section 4.22 of the SPAC Disclosure Schedules, (ii) the non-cash advisory fees of Cohen & Company Capital Markets, and (iii) any advisory fees incurred by SPAC payable to any financial or capital markets advisor providing the services set forth on Schedule 11.3, including the cash advisory fees payable to Cohen & Company Capital Markets (subject to an aggregate cap of $2,000,000, the amount of which shall be mutually determined by SPAC and the Company).”
(c). The Agreement is hereby amended to add a new Schedule 11.3 thereto, in the form set forth on Schedule 11.3 attached to this Amendment, which Schedule 11.3 is hereby incorporated into and made a part of the Agreement for all purposes.
2. Full Force and Effect. Except as expressly amended hereby, the Agreement remains unchanged and in full force and effect, and this Amendment shall be governed by the terms of the Agreement, as amended by this Amendment. From and after the date of this Amendment, each reference in the Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import, and all references to the Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind of nature (other than in this Amendment or as otherwise expressly provided) will be deemed to mean the Agreement, as amended by this Amendment, whether or not this Amendment is expressly referenced.
3. Provisions Incorporated by Reference. The provisions of Article XIII of the Agreement are incorporated herein by reference and shall apply to this Amendment mutatis mutandis.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Date.
| SPAC: | ||
| INFLECTION POINT ACQUISITION CORP. V | ||
| By: | /s/ Michael Blitzer | |
| Name: | Michael Blitzer | |
| Title: | Chief Executive Officer | |
| COMPANY: | ||
| GOWell Technology Limited | ||
| By: | /s/ Wenhua Liu | |
| Name: | Wenhua Liu | |
| Title: | Director | |
[Signature Page to Amendment to Business Combination Agreement]