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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): August 12, 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
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) |
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 |
