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):
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On August 12, 2026, the shareholders of Inflection Point Acquisition Corp. V (f/k/a Maywood Acquisition Corp., the “Company”) approved an amendment to the Company’s third amended and restated memorandum and articles of association (the “Articles”) to extend the date by which the Company has to consummate an initial business combination, which is described in more detail in Item 5.07 below.
A copy of the Articles amendment will be filed with the Cayman Islands Registrar of Companies. Under Cayman Islands law, the Articles took effect upon approval by the Company’s shareholders.
The foregoing description of the Articles amendment is qualified in its entirety by the full text of the Articles amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The disclosure set forth in Item 5.03 is incorporated into this Item 5.07 by reference.
On August 12, 2026, the Company held an extraordinary general meeting (the “Extraordinary General Meeting”). As of June 30, 2026, the record date for the Extraordinary General Meeting, there were 11,909,375 ordinary shares of the Company issued and outstanding and entitled to vote at the Extraordinary General Meeting, of which 10,919,375 were Class A ordinary shares of the Company, par value $0.0001 per share (“Class A Shares”) and 990,000 were Class B ordinary shares of the Company, par value $0.0001 per share (“Class B Shares”). Holders of 9,169,790 of the Company’s ordinary shares were represented at the Extraordinary General Meeting, of which 8,179,790 were Class A Shares and 990,000 were Class B Shares. Therefore, a quorum was present.
At the Extraordinary General Meeting, the Company’s shareholders approved a proposal to amend the Company’s Articles, in the form set forth in Annex A to the definitive proxy statement the Company filed with the Securities Exchange Commission on July 20, 2026 (the “Proxy Statement”), to extend the date by which the Company must consummate an initial business combination (the “Extension Amendment Proposal”) from August 14, 2026 to August 31, 2026, and permit the board of directors of the Company, in accordance with Article 49.7 of the Articles, to further extend such date up to four times in one month increments, to up to December 31, 2026. The proposal was described in additional detail in the Proxy Statement.
The Extension Amendment Proposal was approved. The final voting tabulation for this proposal was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,674,326 | 1,495,464 | 0 | 0 |
As there were sufficient votes at the time of the Extraordinary General Meeting to approve the adoption of the foregoing proposal, the “Adjournment Proposal” as described in the Proxy Statement was not required and the Company did not call a vote on that proposal.
Item 8.01. Other Events.
In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 7,475,610 Class A Shares exercised their right to redeem their shares for approximately $10.59 per share of the funds held in the Company’s Trust Account, leaving approximately $12,166,471 in cash in the Trust Account after satisfaction of such redemptions. Following such redemptions, the Company had an aggregate of 4,433,765 ordinary shares outstanding, of which 3,443,765 were Class A Shares and 990,000 were Class B Shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibits | |
| 3.1 | Amendment No. 1 to the Third Amended and Restated Memorandum and Articles of Association. | |
| 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.
| Dated: August 13, 2026 | |||
| INFLECTION POINT ACQUISITON CORP. V | |||
| By: | /s/ Michael Blitzer | ||
| Name: | Michael Blitzer | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 3.1
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION OF
INFLECTION POINT ACQUISITION CORP. V
RESOLVED, as a special resolution, that Article 49.7 of the Third Amended and Restated Articles of Association of the Company be deleted in its entirety and replaced as follows:
“49.7 In the event that the Company does not consummate a Business Combination by 31 August 2026 (or such later date as may be determined by the Directors pursuant to this Article 49.7, provided that the Directors may only extend such date up to four times, each by one additional month, and in no event later than 31 December 2026), the Company shall:
| (a) | cease all operations except for the purpose of winding up; |
| (b) | as promptly as reasonably possible but not more than ten Business Days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, |
subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”