UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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):
April 2, 2026
INFLECTION POINT ACQUISITION CORP. V
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42518 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
167 Madison Ave, Suite 205 #1017
New 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.
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) |
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.
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INFLECTION POINT ACQUISITION CORP. V |
| |
|
|
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By: |
/s/ Michael Blitzer |
| |
|
Name: |
Michael Blitzer |
| |
|
Title: |
Chief Executive Officer |
