8-K
Inflection Point Acquisition Corp. V (IPEX)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):December 22, 2025
INFLECTION POINT ACQUISITION CORP. V
(Exact name of registrant as specified in itscharter)
| Cayman Islands | 001-42518 | N/A |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
167 Madison Ave, Suite 205 #1017New York, NY 10016
(Address of principal executive offices, including zip code)
212-476-6908
(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 |
|---|---|---|
| Units, each consisting of one Class A ordinary share and one right | IPEXU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | IPEX | The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-fifth (1/5) of one Class A ordinary share upon the completion of the Company’s initial business combination | IPEXR | The Nasdaq 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 (“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, entered into a Business Combination Agreement (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 SPAC with the Securities and Exchange Commission (the “SEC”) on October 13, 2025.
On December 22, 2025, SPAC and the Company entered into that certain Amendment to the Business Combination Agreement (the “Amendment”) in order to clarify the number of PubCo Series A Investor Warrants to be issued upon conversion of the Company Warrants at the Second Merger Effective Time.
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 SPAC and the Company (the “Proposed Business Combination”), SPAC and the Company intend to prepare and file with the SEC a registration statement containing a preliminary proxy statement of SPAC and a preliminary prospectus with respect to the securities to be offered in the Proposed Business Combination. After the registration statement is declared effective, the SPAC will mail a definitive proxy statement/prospectus relating to the Proposed Business Combination to its shareholders as of a record date to be established for voting on the Business Combination Agreement, as amended by the Amendment, and the Proposed Business Combination. 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 the SPAC, the Company and the Proposed 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
The SPAC, the Company, and their directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from the SPAC’s shareholders in respect of the Proposed Business Combination and the other matters set forth in the registration statement. Information regarding the SPAC’s directors and executive officers is available in the SPAC’s Current Report on Form 8-K, which was filed with the SEC on September 12, 2025 and is available free of 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. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests by security holdings or otherwise, will be contained in the proxy statement/prospectus relating to the Proposed Business Combination when it becomes available.
No Offer or Solicitation
This Report and the exhibits 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 Proposed 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 December 22, 2025, by and between Inflection Point Acquisition Corp. V and GOWell Technology Limited. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 22, 2025 | ||
|---|---|---|
| INFLECTION POINT ACQUISITION CORP. V | ||
| --- | --- | --- |
| By: | /s/ Michael Blitzer | |
| Name: | Michael Blitzer | |
| Title: | Chief Executive Officer |
2
Exhibit 2.1
AMENDMENT TO BUSINESS COMBINATION AGREEMENT
This Amendment to Business Combination Agreement (this “Amendment”), dated as of December 22, 2025 (the “Amendment Date”), amends that certain Business Combination Agreement, dated as of October 13, 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:
- Amendment to the Agreement.
(i) Section 2.2(c) of the Agreement is hereby deleted in its entirety and replaced with the following:
(c) Company Warrants. At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any Party or the holders of securities of the Company or PubCo, each Company Warrant that is issued and outstanding immediately prior to the Second Merger Effective Time shall thereupon be converted into, and the holder of such Company Warrant shall be entitled to receive, a PubCo Series A Investor Warrant exercisable for a number of PubCo Ordinary Shares equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company’s amended and restated memorandum and articles of association in effect immediately prior to the Second Merger) attributable to the applicable Pre-Funded PIPE Investor’s or PIPE Investor’s Company Series A Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company’s amended and restated memorandum and articles of association in effect immediately prior to the Second Merger) applicable to such Company Series A Preferred Share, multiplied by (B) 0.5, which PubCo Series A Investor Warrant shall be substantially in the form attached hereto as Exhibit F (the “PubCo Series A Investor Warrants”). All of the Company Warrants converted into the right to receive the PubCo Series A Investor Warrants pursuant to this Section 2.2(c) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the Second Merger Effective Time, and each holder of a certificate previously representing any such Company Warrant shall thereafter cease to have any rights with respect to such securities, except the right to receive the PubCo Series A Investor Warrants into which such Company Warrant shall have been converted in the Second Merger.
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.
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]