Maywood Acquisition Corp. 2 S-1/A, filed Jan 15, 2026
Maywood Acquisition Corp. 2 (MYX)
As filed with the Securities and Exchange Commission on January 14, 2026
Registration No. 333-292312
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| Maywood Acquisition Corp. 2 |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands |
| 6770 |
| N/A |
| (State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (I.R.S. Employer Identification Number) |
732 S. 6th Street, #5235
Las Vegas, Nevada 89101
Tel: (347) 414-3373
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Zikang Wu
Chairman of the Board, Chief Executive Officer and Chief Financial Officer
c/o Trafalgar Corporate Services
802 West Bay Road, PO Box 30069
Grand Cayman KY1-1201
Cayman Islands
Tel: (345) 623-2740
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| David Alan Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller 405 Lexington Avenue, 44th Floor New York, New York 10174 Tel: (212) 818-8800 |
| Jonathan Fitzgibbons, Esq. Nelsons Legal The Grand Pavilion 802 West Bay Road Bougainvillea Way Grand Cayman Tel: (345) 949-9710 | Rajiv Radia, Esq. Whiteford, Taylor & Preston LLP 1021 E. Cary Street, Suite 2001 Richmond, Virginia 23219 Tel: (804) 807-7376 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-292312) is filed solely to amend Item 16 of Part II thereof and to file certain exhibits thereto. This Amendment No. 2 does not modify any provision of the preliminary prospectus contained in Part I. Accordingly, the preliminary prospectus has been omitted.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:
| Legal fees and expenses |
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| 275,000 |
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| Printing and engraving expenses |
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| 30,000 |
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| Trustee fees and expenses |
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| 35,000 |
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| Accounting fees and expenses |
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| 45,000 |
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| SEC/FINRA expenses |
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| 50,000 |
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| Travel and road show expenses |
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| 10,000 |
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| Nasdaq listing fees |
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| 80,000 |
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| D&O insurance premiums |
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| 50,000 |
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| Miscellaneous |
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| 50,000 |
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| Total |
| $ | 625,000 |
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Item 14. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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Item 15. Recent Sales of Unregistered Securities.
On June 4, 2025, Stone Bay, LLC paid $25,000, or approximately $0.01 per share, to cover certain of our offering costs in exchange for 2,424,324 Class B ordinary shares. In October 2025, we effected a share capitalization resulting in the issuance of an additional 1,616,217 founder shares. As a result, Stone Bay, LLC holds an aggregate of 4,040,541 founder shares. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 11,500,000 units if the underwriters’ over-allotment option is exercised in full and therefore that such founder shares would represent approximately 26% of the outstanding shares after this offering. Up to 527,027 of these shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised.
Stone Bay, LLC is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is to act as the company’s sponsor in connection with this offering. The limited liability company agreement of Stone Bay, LLC provides that its membership interests may only be transferred to our officers or directors or other persons affiliated with Stone Bay, LLC, or in connection with estate planning transfers.
West Pike, LLC has committed to purchase an aggregate of 140,000 units at a price of $10.00 per unit, or $1,400,000 in the aggregate, in a private placement that will close simultaneously with the closing of this offering. The private placement units will also be worthless if we do not complete our initial business combination. This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
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Item 16. Exhibits and Financial Statement Schedules.
Exhibit Index
*Previously filed.
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Item 17. Undertakings.
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| (a) | The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
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| (b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
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| (c) | The undersigned registrant hereby undertakes that: |
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| (1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
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| (2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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| (3) | For the purpose of determining liability under the Securities Act of 1933 of any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
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| (4) | For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
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| (i) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
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| (ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant; |
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| (iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
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| (iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 14th day of January, 2026.
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| MAYWOOD ACQUISITION CORP. 2 | ||
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| By: | /s/ Zikang Wu | ||
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| Name: | Zikang Wu |
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| Title: | Chairman, Chief Executive Officer and Chief Financial Officer |
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Zikang Wu his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement and any and all registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on January 14, 2026.
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| /s/ Zikang Wu |
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| Zikang Wu |
| Chairman of the Board, Chief Executive Officer and Chief Financial Officer |
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| (Principal Executive Officer and Principal Financial and Accounting Officer) |
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| /s/ Zixun Jin |
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| Zixun Jin |
| Director |
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| /s/ Hao Tian |
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| Hao Tian |
| Director |
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| /s/ Chao Yang |
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| Chao Yang |
| Director |
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EXHIBIT 5.2
The Grand Pavilion
802 West Bay Road
PO Box 30069
Grand Cayman KY1-1201
Cayman Islands
Tel: (345) 949-9710
www.nelsonslega l.com
Maywood Acquisition Corp. 2
PO Box 30069
Grand Cayman KY1-1201
Cayman Islands
14 January 2026
Dear Sirs,
Maywood Acquisition Corp. 2 (the Company)
We have acted as counsel as to Cayman Islands law to the Company in connection with the Company’s registration statement on Form S-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Act) (including its exhibits, the Registration Statement) related to the offering and sale of (the Offering) of:
| (i) | up to 10,000,000 units (each a Unit, and together, the Units), each Unit consisting of (a) one Class A ordinary share of a par value of US$0.0001 each in the Company (the Ordinary Shares), and (b) one right which entitles its holder to receive one-seventh (1/7) of one Ordinary Share upon completion of the Company's initial business combination (the Rights); |
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| (ii) | up to 1,500,000 units (the Over-Allotment Units, and together with the Units, the Public Units) which the Underwriters will have a 45-day option to purchase from the Company to cover over-allotments, if any; and |
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| (iii) | all Ordinary Shares and Rights issued as part of the Public Units and all Ordinary Shares that may be issued upon exercise of the Rights comprised in such Public Units (which constitute all of the Ordinary Shares or rights to acquire the same in the Company being registered pursuant to the Registration Statement). |
All of the Public Units, including the Ordinary Shares and the Rights and the Ordinary Shares underlying the Rights are referred to as the Securities.
| 1. | Documents Examined |
For the purposes of giving this opinion, we have examined originals, copies, or drafts of the documents listed in Schedule 1 (the Documents). We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting, the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.
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| 2. | Assumptions |
In giving the following opinions, we have relied upon the assumptions set out in Schedule 2 without having carried out any independent investigation or verification in respect of those assumptions.
| 3. | Opinions |
Based upon, and subject to, the foregoing assumptions and the qualifications set out in Schedule 3, we are of the opinion that:
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. The Company is a separate legal entity and is subject to suit in its own name and has the capacity to sue in its own name. |
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| (b) | The Company has all requisite power under its Memorandum and Articles of Association to exercise its rights and perform its obligations under and as described in the Registration Statement. |
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| (c) | The Ordinary Shares included in the Public Units to be offered and issued by the Company as contemplated by the Registration Statement have been duly authorised for issue and when: |
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| (i) | issued by the Company against payment in full of the consideration thereof in accordance with the terms set out in the Registration Statement, the terms set out in the underwriting agreement referred to within the Registration Statement and the Company’s then effective memorandum and articles of association; and |
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| (ii) | such issuance of Ordinary Shares have been duly registered in the Company’s register of members as fully paid shares, |
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| such Ordinary Shares will be validly issued, fully paid and non-assessable | |
| (d) | Any Ordinary Shares which are to be issued pursuant to the Rights, in each case when the Rights are exercisable under the terms of the Rights Agreement, as referred to within the Registration Statement, have been duly reserved and authorised for issue and, when: |
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| (i) | issued by the Company upon due exercise of the Rights in accordance with the terms of the rights agreement, as referred to in the Registration Statement and in accordance with the Company’s then effective memorandum and articles association; and |
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| (ii) | such issuance of Ordinary Shares have been duly registered in the Company’s register of members as fully paid shares, |
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| will be, subject to payment of the exercise price therefor under the terms of the Rights (as applicable), validly issued, fully paid and non-assessable. | |
| (e) | Based solely on our investigation of the Register of Writs and Other Originating Process (Register of Writs), no litigation was pending in the Cayman Islands against the Company, nor had any petition been presented or order made for the winding up of or the appointment of a restructuring officer to the Company, as of the close of business on the day before our inspection. |
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| 4. | Matters not Covered |
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| We offer no opinion: | |
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| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; |
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| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the documents and any other agreements into which the Company may have entered or any other documents; or |
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| (c) | as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any other agreement, deed or document (other than the Memorandum and Articles of Association) entered into by or binding on the Company. |
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| 5. | Governing Law |
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| 5.1 | This opinion is: |
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| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
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| (b) | limited to the matters expressly stated in it; and |
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| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
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| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
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| 6. | Reliance |
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| 6.1 | This opinion is given for your benefit in connection with the Company. With the exception of your professional advisers (acting only in that capacity) and purchasers of the Public Units pursuant to the Registration Statement, it may not be relied upon by any person, other than persons entitled to rely upon it pursuant to the provisions of the Act, without our prior written consent. |
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| 6.2 | We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to this firm in the Registration Statement under the heading “Description of Securities”, “Summary – Enforcement of Civil Liabilities” and “Legal Matters”. |
Yours faithfully,
Nelsons
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SCHEDULE 1
List of Documents Examined
| 1. | The Certificate of Incorporation of the Company dated 3 June 2025 issued by the Registrar of Companies of the Cayman Islands. |
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The Memorandum and Articles of Association of the Company (the Memorandum and Articles of Association). |
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A certificate of good standing dated on or about the date of this opinion, issued by the Registrar of Companies of the Cayman Islands in respect of the Company (the Good Standing Certificate). |
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Copies of the written resolutions by the directors of the Company dated 14 January (Board Resolutions). |
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The register of members of the Company as at 3 December 2025 (the Register of Members). |
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The register of directors and officers of the Company as at 19 December 2025 (the Register of Directors, and together with the Register of Members, the Statutory Books). |
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A certificate from a director of the Company dated 14 January 2026 as to certain matters of fact (the Director’s Certificate). |
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The Registration Statement. |
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The Register of Writs maintained by the office of the Clerk of Courts in the Cayman Islands as inspected by us on 14 January 2026. |
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SCHEDULE 2
Assumptions
Assumptions of general application
| 1. | All original documents examined by us are authentic and complete. |
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| 2. | All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete. |
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| 3. | All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine. |
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| 4. | Each of the Good Standing Certificate and the Statutory Books is accurate and complete as at the date of this opinion. |
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| 5. | The form of the underwriting agreement and the rights agreement (collectively, the Documents) has been or will be duly executed by all parties in materially the form as exhibited to the Registration Statement and in respect of the Company, in the manner authorised in the Board Resolutions. |
Status, authorisation and execution
| 6. | Each of the parties to the Documents other than the Company is duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws. |
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| 7. | Each Document will be duly authorised, executed and unconditionally delivered by or on behalf of all parties to it in accordance with all applicable laws (other than, in the case of the Company, the laws of the Cayman Islands) prior to the Offering. |
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| 8. | In authorising the execution and delivery of the Documents by the Company, the exercise of its rights and performance of its obligations under the Documents, each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her. |
Enforceability
| 9. | None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence: |
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| (a) | the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company; and |
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| (b) | neither the execution or delivery of the Documents nor the exercise by any party of its rights or the performance of its obligations under the Documents contravene those laws or public policies. |
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| 10. | There are no agreements, documents or arrangements (other than the documents expressly referred to in this opinion as having been examined by us) that materially affect or modify the Documents or the transactions contemplated by them or restrict the powers and authority of the Company in any way. |
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| 11. | None of the transactions contemplated by the Documents relate to any shares, voting rights or other rights that are subject to a restrictions notice issued pursuant to the Companies Act (Revised) (Companies Act) of the Cayman Islands. |
Share issuance
| 12. | The Ordinary Shares will be issued (whether as a principal issue or issuable upon exercise of the Rights) at an issue price in excess of the par value thereof and will be entered on the register of members of the Company as fully paid. |
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| 13. | The draft amended and restated Articles of Association appended to the Registration Statement will be adopted by the Company in accordance with the Memorandum and Articles of Association prior to the date that any Public Units and the Ordinary Shares comprised therein are issued by the Company. |
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SCHEDULE 3
Qualifications
Good Standing
| 1. | Under the Companies Act, annual returns in respect of the Company must be filed with the Registrar of Companies, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
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| 2. | In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar of Companies. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
Register of Writs
| 3. | Our examination of the Register of Writs cannot conclusively reveal whether or not there is: |
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| (a) | any current or pending litigation in the Cayman Islands against the Company; or |
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| (b) | any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets, |
as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.
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