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 | ||||
| ordinary share 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.
On April 2, 2026, Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.), a Cayman Islands exempted company (“SPAC”) and Inflection Point Fund I LP, the sponsor of SPAC (“Sponsor”), entered into Amendment No. 2 (the “Promissory Note Amendment”) to that certain promissory note dated as of February 12, 2025 and amended January 7, 2026 (as amended, the “Promissory Note”), which increased the aggregate principal amount of the Promissory Note to $800,000 to reflect a $100,000 advance made by Sponsor to SPAC for working capital.
The foregoing description of the Promissory Note Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Promissory Note Amendment. A copy of the Promissory Note Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information relating to the Promissory Note Amendment contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein.
Additional Information and Where to Find It
In connection with the proposed business combination (the “Proposed Business Combination”) between SPAC and GOWell Technology Limited, a Cayman Islands exempted company (the “Company”), pursuant to the Business Combination Agreement, dated October 13, 2025, by and among SPAC, the Company, GOWell Energy Technology and IPCV Merger Sub Limited (as amended, the “Business Combination Agreement”), SPAC and the Company have prepared and filed 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 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. 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 definitive proxy statement/prospectus relating to the Proposed Business Combination 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 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 | |
| 10.1 | Amendment No. 2 to Promissory Note, dated as of April 2, 2026, by and between Inflection Point Acquisition Corp. V and Inflection Point Fund I LP. | |
| 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: April 3, 2026 |
| INFLECTION POINT ACQUISITION CORP. V | |||
| By: | /s/ Michael Blitzer | ||
| Name: | Michael Blitzer | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 10.1
AMENDMENT NO. 2 TO PROMISSORY NOTE
This Amendment No. 2 to Promissory Note (this “Amendment”) is made and entered into as of April 2, 2026, by and between Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp., the “Maker”) and Inflection Point Fund I LP (the “Payee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Promissory Note (as defined below).
RECITALS
WHEREAS, Maker executed and delivered a Promissory Note (as amended, the “Promissory Note”) dated as of February 12, 2025 in the original principal amount of up to $500,000 for the benefit of Maywood Sponsor, LLC (“Prior Sponsor”);
WHEREAS, Prior Sponsor advanced to Maker an aggregate of $500,000 pursuant to the Promissory Note;
WHEREAS, on September 9, 2025, Prior Sponsor assigned, sold, transferred and set over to Payee the Prior Sponsor’s full right, title, benefit, privileges and interest in and to the Promissory Note and, following such assignment, the Payee was and is the “Payee” as such term is used in the Promissory Note;
WHEREAS, on January 7, 2026, Maker and Payee entered into an Amendment to the Promissory Note which increased the Principal Amount of the Promissory Note from up to Five Hundred Thousand Dollars ($500,000) to Seven Hundred Thousand Dollars ($700,000);
WHEREAS, Maker has requested that Payee further increase the Principal Amount of the Promissory Note from Seven Hundred Thousand Dollars ($700,000) to Eight Hundred Thousand Dollars ($800,000) (the “Principal Increase”), and Payee has agreed, subject to the terms, conditions, and understandings expressed in this Amendment, to grant the Principal Increase; and
WHEREAS, the terms of the Promissory Note may be amended with the written consent of Maker and Payee.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Maker and Payee agree as follows:
1. Amendments to Promissory Note.
a. Recitals. Each of Maker and Payee acknowledges and agrees that the recitals set forth above are true and correct and are hereby incorporated into and made a part of this Amendment.
b. Principal Increase. The Principal Amount of the Promissory Note is hereby increased to Eight Hundred Thousand Dollars ($800,000) to reflect the Principal Increase. All references to the Principal Amount, principal sum, principal balance, or similar words used in the Promissory Note shall be deemed to refer to refer to the Principal Amount as amended by this Amendment, as the same may be further amended, replaced, supplemented or otherwise modified from time to time.
2. No Further Amendment. Except as expressly amended and modified by this Amendment, the Promissory Note is and shall continue to be in full force and effect in accordance with the terms thereof.
3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.
4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE IN AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK, QITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
5. Further Assurances. Each party hereto shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.
[signature pages follow]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
| MAKER: | |||
| INFLECTION POINT ACQUISITION CORP. V | |||
| By: | /s/ Michael Blitzer | ||
| Name: | Michael Blitzer | ||
| Title: | Chief Executive Officer | ||
| PAYEE: | |||
| Inflection Point Fund I LP | |||
| By: INFLECTION POINT GP I LLC, its General Partner | |||
| By: | /s/ Michael Blitzer | ||
| Name: | Michael Blitzer | ||
| Title: | Managing Member of General Partner | ||