Inflection Point V (IPEX) plans $300M GOWell merger with PIPE and earnout-heavy structure

Rhea-AI Filing Summary

Inflection Point Acquisition Corp. V is asking shareholders to approve a business combination with GOWell Technology Limited, creating Cayman holding company GOWell Energy Technology (PubCo). The deal values GOWell at an Initial Merger Consideration of $300,000,000, translating into an estimated 28,571,430 PubCo Ordinary Shares based on a $10.50 redemption price cap.

GOWell shareholders will also be eligible for up to 20,000,000 Earnout Shares if 2026–2028 EBITDA targets of $35M, $50M and $70M are met at specified thresholds. Concurrent PIPE investments total about $70M in preferred shares and warrants, carrying 10% PIK or 8% cash dividends on accrued value.

Assuming no redemptions and excluding dilutive instruments, Public Shareholders are expected to own 18.4% of PubCo, while the GOWell shareholder would own about 61.2%, leaving PubCo a controlled company and a foreign private issuer under Nasdaq and U.S. rules. The closing is conditioned on, among other items, a $50,000,000 Minimum Cash Condition, which SPAC and GOWell may waive, and conditional approval of PubCo Ordinary Shares for listing on Nasdaq, which also may be waived.

Positive

• None.

Negative

• Significant dilution and loss of control for public holders: Public Shareholders’ stake drops from 72.4% of SPAC to about 18.4% of PubCo (no-redemption case), while the GOWell shareholder is expected to own about 61.2%, and additional earnouts, PIPE securities and sponsor awards further increase dilution.
• Governance risk from controlled company and foreign private issuer status: After closing, PubCo is expected to qualify as a “controlled company” and a “foreign private issuer”, allowing reliance on exemptions from Nasdaq and U.S. governance and reporting requirements that may afford less protection to shareholders.
• Alignment concerns from sponsor and insider compensation: Sponsors and SPAC officers/directors receive substantial PubCo equity, including 4,481,250 PubCo Restricted Shares and preferred/warrant positions, and reimbursement of an $800,000 promissory note, which the company discloses may create conflicts of interest with unaffiliated shareholders.
• Financing and listing conditions can be waived: The $50,000,000 Minimum Cash Condition and Nasdaq listing condition may be waived by SPAC and GOWell, potentially allowing the transaction to close with lower cash and without a confirmed exchange listing, which could adversely affect liquidity and capital resources.

Filing Explained

The proposed deal remains uncompleted before the September 3 vote; closing would preserve GOWell shareholder board rights and create broad share capacity.

This definitive proxy statement/prospectus puts the proposed business combination to shareholders at an extraordinary meeting on September 3, 2026; the transaction has not yet closed.

If shareholders approve the proposals and the remaining conditions are satisfied or waived, SPAC would merge into PubCo and GOWell would become PubCo’s wholly owned subsidiary, replacing the current listed parent with a new holding company.

Public shareholders may request cash redemption by September 1, 2026; shares that are not redeemed would be converted into PubCo ordinary shares at closing under the proposal.

The document covers specified securities for issuance and resale, but it also states that the Closing PIPE securities, earnout shares and restricted shares are not registered in this filing; those securities would require later registration or an applicable exemption before resale.

If the transaction closes, the GOWell shareholder may appoint half of PubCo’s directors while it and specified related holders retain at least 40% of PubCo’s ordinary and preferred shares, while the proposed articles authorize 450,000,000 ordinary shares and 50,000,000 preferred shares.

Key Figures

Initial Merger Consideration: $300,000,000 Estimated Company Consideration Shares: 28,571,430 PubCo Ordinary Shares Earnout Shares Pool: 20,000,000 PubCo Ordinary Shares +5 more

8 metrics

Initial Merger Consideration $300,000,000 Cash-equivalent valuation used to calculate Company Consideration Shares

Estimated Company Consideration Shares 28,571,430 PubCo Ordinary Shares Estimated using a $10.50 Redemption Price cap

Earnout Shares Pool 20,000,000 PubCo Ordinary Shares Maximum additional shares tied to 2026–2028 EBITDA targets

EBITDA Targets $35,000,000; $50,000,000; $70,000,000 Targets for 2026, 2027 and 2028 earnout tranches respectively

PIPE Investments Total $70,000,000 $20M Signing PIPE and $50M Closing PIPE in preferred shares and warrants

Preferred Dividend Rate 10% PIK or 8% cash per annum Dividends on Accrued Value of Company and PubCo Preferred Shares

Minimum Cash Condition $50,000,000 Required Closing Proceeds threshold, subject to waiver

Illustrative Redemption Price $10.54 per Public Share Approximate per-share Trust Account value as of the Record Date

Key Terms

Earnout Shares, Minimum Cash Condition, PIPE Investments, PubCo Preferred Shares, +2 more

6 terms

Earnout Shares financial

"PubCo will issue up to an aggregate of 20,000,000 additional PubCo Ordinary Shares, subject to equitable adjustment (the “Earnout Shares”)"

Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.

Minimum Cash Condition financial

"the Closing Proceeds being equal to or exceeding $50,000,000 at any time on or prior to Closing (the “Minimum Cash Condition”)"

A minimum cash condition is a contract clause that requires a company to hold at least a specified amount of cash or liquid assets before a transaction can close or a financing can proceed. Investors care because it protects against deals being completed when the business lacks enough cash to operate or meet short-term obligations—think of it as a safety buffer like keeping a minimum balance in a bank account so you don’t bounce payments after a big purchase.

PIPE Investments financial

"the Signing PIPE Investment and Closing PIPE Investment (collectively, the “PIPE Investments”)"

PubCo Preferred Shares financial

"50,000,000 series A redeemable preference shares, par value $0.0001 per share (the “PubCo Preferred Shares”)"

controlled company regulatory

"Accordingly, PubCo will qualify as a “controlled company” under the listing rules of Nasdaq"

A controlled company is a publicly traded firm where one shareholder or a small group holds enough voting power to determine board members and major strategic choices. For investors this matters because control can speed decision-making and protect long-term plans, but it also raises the risk that majority owners will favor their own interests over minority shareholders, reducing outside oversight—like a family-owned restaurant that sold shares but the family still calls the shots.

foreign private issuer regulatory

"PubCo will be, an “emerging growth company” and, as a “foreign private issuer,” will be subject to different U.S. securities laws"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Compensation Summary

2 executives

Name	Title	Total Compensation
Michael Blitzer
Kevin Shannon

Key Proposals

• Approval of Business Combination Agreement and transactions with GOWell
• Approval of First Plan of Merger between SPAC and PubCo
• Advisory approval of PubCo amended and restated memorandum and articles of association
• Approval of GOWell Energy Technology 2026 Equity Incentive Plan
• Approval of potential adjournment of extraordinary general meeting

FAQ

What transaction is Inflection Point Acquisition Corp. V (IPEX) proposing with GOWell?

Inflection Point Acquisition Corp. V proposes merging with GOWell Technology Limited via a two-step merger into GOWell Energy Technology (PubCo), valuing GOWell at an $300,000,000 Initial Merger Consideration, with GOWell becoming a wholly owned subsidiary of PubCo.

How many shares are expected to be issued in the IPEX–GOWell merger?

Based on an illustrative $10.50 redemption price, GOWell shareholders are estimated to receive 28,571,430 PubCo Ordinary Shares as Company Consideration Shares, plus up to 20,000,000 Earnout Shares tied to 2026–2028 EBITDA performance targets for PubCo and its subsidiaries.

What ownership will IPEX public shareholders have after the GOWell business combination?

Assuming no redemptions and excluding dilutive instruments, Public Shareholders are expected to own about 18.4% of PubCo Ordinary Shares. The GOWell shareholder is expected to own about 61.2%, and sponsors, officers, directors and others hold the balance, implying substantial dilution.

What PIPE financing supports the IPEX and GOWell transaction?

The deal includes PIPE Investments totaling about $70 million: approximately $20 million in Company Preferred Shares and warrants from the New Sponsor and about $50 million from a Closing PIPE Investor. These preferred shares carry 10% PIK or 8% cash annual dividends on Accrued Value.

What is the Minimum Cash Condition in the IPEX–GOWell merger?

The parties set a $50,000,000 Minimum Cash Condition, requiring Closing Proceeds (trust after redemptions, SPAC cash, PIPE proceeds and certain term-sheet amounts) to meet or exceed that figure, though SPAC and GOWell may waive this requirement at their discretion before closing.

How can IPEX public shareholders redeem their shares in connection with the merger?

Public Shareholders may redeem by submitting a written request and delivering Public Shares to the transfer agent by 5:00 p.m. ET on September 1, 2026. For illustration, the Redemption Price as of the Record Date was approximately $10.54 per Public Share, paid from the Trust Account.

What governance status will PubCo have after the IPEX–GOWell transaction?

After closing, PubCo is expected to be both a “controlled company” under Nasdaq rules and a “foreign private issuer”. It plans to rely on exemptions allowing fewer independent directors and different reporting practices than U.S. domestic issuers, potentially reducing shareholder protections.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/12/2026 - 06:02 AM Accepted by SEC EDGAR 08/11/2026 - 05:52 PM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

SCHEDULE 14A

___________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to Section 240.14a-12

INFLECTION POINT ACQUISITION CORP. V
(Name of Registrant as Specified In Its Charter)

___________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
sHAREHOLDERS OF
INFLECTION POINT ACQUISITION CORP. V, A CAYMAN ISLANDS EXEMPTED COMPANY
AND
PROSPECTUS FOR
UP TO 18,981,618 ORDINARY SHARES, 2,464,986 SERIES A REDEEMABLE PREFERENCE SHARES, AND 980,392 WARRANTS OF GOWELL ENERGY technology

On October 13, 2025, the board of directors (the “SPAC Board”) of Inflection Point Acquisition Corp. V, a Cayman Islands exempted company (formerly known as Maywood Acquisition Corp., “SPAC”), unanimously approved the Business Combination Agreement, dated October 13, 2025, by and among SPAC, GOWell Technology Limited, a Cayman Islands exempted company (the “Company” or “GOWell”), GOWell Energy Technology, a Cayman Islands exempted company (“PubCo”), and IPCV Merger Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of SPAC (“Merger Sub”) (as amended on December 22, 2025 and July 13, 2026, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which the following will occur: (a) SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company (the “First Merger” and the time of the First Merger, the “First Merger Effective Time”), and (b) Merger Sub will merge with and into GOWell, as a result of which the separate corporate existence of Merger Sub will cease and GOWell will continue as the surviving company and a wholly-owned direct subsidiary of PubCo (the “Second Merger,” together with the First Merger, referred to collectively as the “Merger” or the “Business Combination,” and the time of the Second Merger, the “Second Merger Effective Time”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Transactions.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

GOWell Technology Limited is a Cayman Islands holding company that conducts substantially all of its operations through its operating subsidiaries, including its principal operating subsidiary, GOWell Technology Singapore PTE. Ltd., which serves as the Company’s global headquarters, as well as its regional hubs in Houston, Texas and Dubai, UAE, and other subsidiaries in Canada, Norway and the People’s Republic of China (“PRC”). GOWell provides a wide range of innovative well logging technologies and distributed sensing solutions for energy companies globally. The Company maintains a multi-disciplinary research and development team with a robust patent portfolio of technology aimed to solve complex industry challenges. GOWell’s solutions are applicable across a broad range of wells from traditional energy to energy transition. The Company serves a global, diverse customer base with long-term relationships with the major oil service companies and operators in the energy sector. Through its Singapore headquarters and regional hubs in the United States and UAE, GOWell supports a global manufacturing, procurement and operational network covering more than 50 countries.

Pursuant to the Business Combination Agreement, prior to the First Merger, the following will occur:

(1) each unit of SPAC (“SPAC Unit”) that is issued and outstanding will be automatically detached into one Class A ordinary share, par value $0.0001, of SPAC (a “SPAC Class A Share”) and one right entitling the holder to one-fifth of one SPAC Class A Share upon the completion of SPAC’s initial business combination (a “SPAC Right”) (the separation of the SPAC Units into SPAC Class A Shares and SPAC Rights, the “Unit Separation”);

(2) each Class B Ordinary Share, par value $0.0001 per share, of the SPAC (each, a “SPAC Class B Share” and together with the SPAC Class A Shares, the “SPAC Ordinary Shares”) that is issued and outstanding will be automatically converted into one SPAC Class A Share (the “SPAC Class B Conversion”); and

(3) each SPAC Right that is issued and outstanding will be automatically exchanged for one-fifth of one SPAC Class A Share, with all fractional shares rounded down.

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At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any party or the holders of securities of SPAC or PubCo, after giving effect to the Unit Separation, the SPAC Class B Conversion, and the exchange of the SPAC Rights pursuant to their terms:

(1) SPAC will effect the redemption of the SPAC Class A Shares issued as part of the SPAC Units issued in SPAC’s initial public offering (the “IPO,” and the SPAC Class A Shares issued therein, the “Public Shares,” and the holders of Public Shares, the “Public Shareholders”) that are validly submitted for redemption and not withdrawn (the “Redemptions”);

(2) each SPAC Class A Share (including the SPAC Class A Shares issued upon the Unit Separation, SPAC Class B Conversion, and upon exchange of the SPAC Rights, but not including any treasury shares, dissenting shares and Public Shares validly submitted for redemption and not withdrawn), which is issued and outstanding immediately prior to the First Merger Effective Time, will be converted into the right to receive one (1) ordinary share, par value $0.0001 per share, of PubCo (each, a “PubCo Ordinary Share”); and

(3) each PubCo Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time, all of which will be standing in the name of the sole shareholder of PubCo (the “PubCo Sole Shareholder”) in the register of members of PubCo, will be irrevocably surrendered by the PubCo Sole Shareholder to PubCo for cancellation and for consideration equal to the subscription price (if any) that the PubCo Sole Shareholder paid for such PubCo Ordinary Share.

The Second Merger is intended to occur at least one Business Day after the First Merger. At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any party or the holders of securities of the Company or PubCo:

(1) each ordinary share, par value $0.0001 per share, of GOWell (each, a “Company Ordinary Share”) that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a number of PubCo Ordinary Shares equal to (i) that number of PubCo Ordinary Shares determined by dividing (x) $300,000,000 (the “Initial Merger Consideration”) by (y) the price at which each Public Share may be redeemed (the “Redemption Price”), which, for purposes of this calculation pursuant to the Business Combination Agreement is subject to a cap of $10.50 per share (the quotient obtained from dividing (x) by (y), the “Company Consideration Shares”); divided by (ii) the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time (the quotient obtained from dividing (i) and (ii), the “Exchange Ratio”). For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares;

(2) each series A redeemable preference share, par value $0.0001, of GOWell (each, a “Company Preferred Share”, and a holder of such shares, a “Company Preferred Shareholder”) that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a number of series A redeemable preference shares, par value $0.0001 per share, of PubCo (each, a “PubCo Preferred Share”) equal to (i) the sum of (x) the aggregate amount, including any nominal value and any premium, paid or deemed to be paid to GOWell by or on behalf of the applicable Company Preferred Shareholder in connection with the issuance of such Company Preferred Share, and (y) any unpaid arrears of dividends or other amounts payable (including PIK dividends) in respect of such Company Preferred Share (the aggregate sum of (x) and (y), the “Accrued Value”), divided by (ii) the Redemption Price;

(3) each warrant to purchase Company Ordinary Shares (each, a “Company Warrant”) that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a warrant exercisable for a number of PubCo Ordinary Shares (each, a “PubCo Warrant”) equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company’s amended and restated memorandum and articles of association in effect immediately prior to the Second Merger (the “Company Articles”)) attributable to the applicable PIPE Investor’s (as defined below) Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5;

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(4) each Company Ordinary Share subject to vesting, forfeiture, or other restrictions (each, a “Company Restricted Share”) that is outstanding and unvested immediately prior to the Second Merger Effective Time will automatically be assumed and converted into one PubCo Ordinary Share subject to vesting, forfeiture, or other restrictions (each, a “PubCo Restricted Share”) on the same terms and conditions as are in effect with respect to each such award of Company Restricted Shares immediately prior to the Second Merger Effective Time; and

(5) each ordinary share, par value $1.00 per share, of Merger Sub (each, a “Merger Sub Share”) that is issued and outstanding immediately prior to the Second Merger Effective Time will automatically be converted into and become one validly issued, fully paid and non-assessable ordinary share of the Company.

At the time the Business Combination Agreement was signed, the Company had two shareholders: (i) Hegro Well PTE. Ltd., a private company organized and existing under the Laws of Singapore, and holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, the “Exchange Act”) of 100% of the issued and outstanding Company Ordinary Shares at the time the Business Combination Agreement was executed (the “GOWell Shareholder” or “Hegro”); Hegro is wholly owned by Xi’an Gewei Petroleum Equipment Co., Ltd. (“Xi’an Gewei”), an entity controlled by Mr. Xi Zhang; and (ii) Inflection Point Fund I LP, a Delaware limited partnership, sponsor of the SPAC, and holder of record and the beneficial owner of 100% of the issued and outstanding Company Preference Shares at the time the Business Combination Agreement was executed (the “New Sponsor”). For more information about the New Sponsor, see “Questions and Answers About the Business Combination and the Extraordinary General Meeting — Who are the Sponsors?”

In addition to the Company Consideration Shares, following the Closing, PubCo will issue to the GOWell Shareholder and the New Sponsor, or their successors and assigns, their allocable portion of up to an aggregate of 20,000,000 additional PubCo Ordinary Shares, subject to equitable adjustment (the “Earnout Shares”), in three tranches respectively, if PubCo and its subsidiaries achieve the following EBITDA targets, on a consolidated basis, for the fiscal year then ended, as reported by PubCo in its annual report filed with the Securities and Exchange Commission (the “SEC”):

• 2026 EBITDA (x) equal to or greater than 80% of $35,000,000 (the “2026 EBITDA Target”) but less than 90% of the 2026 EBITDA Target, a one-time issuance of 2,890,000 Earnout Shares, (y) equal to or greater than 90% of the 2026 EBITDA Target but less than 100% of the 2026 EBITDA Target, a one-time issuance of 3,330,000 Earnout Shares, or (z) equal to or greater than 100% of the 2026 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares;

• 2027 EBITDA (x) equal to or greater than 80% of $50,000,000 (the “2027 EBITDA Target”) but less than 90% of the 2027 EBITDA Target, a one-time issuance of 4,330,000 Earnout Shares, (y) equal to or greater than 90% of the 2027 EBITDA Target but less than 100% of the 2027 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares, or (z) equal to or greater than 100% of the 2027 EBITDA Target, a one-time issuance of 7,500,000 Earnout Shares; and

• 2028 EBITDA (x) equal to or greater than 80% of $70,000,000 (the “2028 EBITDA Target”) but less than 90% of the 2028 EBITDA Target, a one-time issuance of 4,330,000 Earnout Shares, (y) equal to or greater than 90% of the 2028 EBITDA Target but less than 100% of the 2028 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares, or (z) equal to or greater than 100% of the 2028 EBITDA Target, a one-time issuance of 7,500,000 Earnout Shares.

Additionally, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to certain of the officers and directors of SPAC as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. As noted above, at the Second Merger Effective Time, each outstanding Company Restricted Share will automatically be assumed and converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up.

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Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) this registration statement having been declared effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of this registration statement being in effect, and no proceedings for purposes of suspending the effectiveness of this registration statement having been initiated or threatened in writing by the SEC; (ii) the approval and adoption of the Business Combination Agreement and the Transactions by requisite vote of each of the SPAC’s and Company’s shareholders (respectively, the “SPAC Shareholder Approval” and “Company Shareholder Approval”); (iii) the PubCo Ordinary Shares having been conditionally approved for listing on the Nasdaq Stock Market LLC (“Nasdaq”) or any other major U.S. national securities exchange, subject only to official notice thereof; (iv) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties to the Business Combination Agreement; (v) the absence of any Material Adverse Effect with respect to each of SPAC and GOWell; (vi) certain indebtedness of GOWell having been discharged in full; and (vii) the sum of (a) the funds contained in the trust account established in connection with the SPAC’s IPO (the “Trust Account”) after giving effect to the Redemptions, (b) any cash on the SPAC’s balance sheet immediately prior to the closing of the Transactions (the “Closing”), (c) the aggregate amount of gross proceeds actually received by the GOWell or PubCo (as applicable) from the PIPE Investments and (d) without duplication of any amounts in clause (c), the aggregate amount of gross proceeds set forth in any term sheets related to potential PIPE investments (clauses (a) to (d), the “Closing Proceeds”) being equal to or exceeding $50,000,000 at any time on or prior to Closing (the “Minimum Cash Condition”). Conditions (i) through (iii) and (vii) above are for the benefit of all parties to the Business Combination Agreement and subject to waiver by GOWell and SPAC, conditions (iv) and (v) above are for the benefit of each of SPAC and GOWell, as applicable, and subject to waiver by such party individually, and condition (vi) is for the benefit of SPAC and subject to waiver by SPAC. As of the date of this proxy statement/prospectus, the Minimum Cash Condition is expected to be satisfied based on the anticipated proceeds from the Signing PIPE Investment and Closing PIPE Investment (each as defined below) and through amounts released to us from the Trust Account. However, in the event that the Minimum Cash Condition is not satisfied, SPAC and GOWell may, each in their sole discretion, waive the Minimum Cash Condition. If SPAC and GOWell waive the Minimum Cash Condition, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the EGM, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the EGM. For more information, see “The Business Combination Agreement — Conditions to Closing.”

In connection with entering into the Business Combination Agreement, on October 13, 2025, GOWell entered into (i) the Signing PIPE Subscription Agreement with New Sponsor (the “Signing PIPE Subscription Agreement”), pursuant to which New Sponsor agreed to purchase approximately $20 million of Company Preferred Shares and Company Warrants (the “Signing PIPE Securities” and such investment, the “Signing PIPE Investment”), which transactions were consummated concurrently with the execution of the Business Combination Agreement, and (ii) the Closing PIPE Subscription Agreement (the “Closing PIPE Subscription Agreement,” together with the Signing PIPE Subscription Agreement, the “Subscription Agreements”) with the investor named therein (the “Closing PIPE Investor,” and together with the New Sponsor, the “PIPE Investors”), pursuant to which the Closing PIPE Investor agreed to purchase approximately $50 million of Company Preferred Shares and Company Warrants (the “Closing PIPE Securities”, and such investment, the “Closing PIPE Investment”, and the Signing PIPE Investment and Closing PIPE Investment, collectively, the “PIPE Investments”), which transactions will be consummated immediately prior to the Second Merger Effective Time. As previously described, pursuant to the Business Combination Agreement, the Company Preferred Shares and the Company Warrants will convert into PubCo Preferred Shares and PubCo Warrants respectively. Each of the Company Preferred Shares (prior to the Closing) and the PubCo Preferred Shares (following the Closing) will accrue dividends daily at the rate of 10% per annum of the Accrued Value (as defined in the amended and restated memorandum and articles of association of PubCo (the “PubCo A&R Articles”)) (if paid in kind), or 8% per annum of the Accrued Value (if paid in cash). Such dividends will compound semi-annually. For more information, see “Ancillary Documents — Subscription Agreements.”

In connection with the execution of the Business Combination Agreement, on October 13, 2025, SPAC entered into a support agreement with New Sponsor, Maywood Sponsor, LLC, a Delaware limited liability company (the “Prior Sponsor,” and together with the New Sponsor, the “Sponsors”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”), Seaport Global Securities LLC (“Seaport” and together with Cohen, the “Representatives”), the Company and PubCo (the “SPAC Holders Support Agreement”). Pursuant to the SPAC Holders Support Agreement, the Sponsors and Representatives agreed to, among other things, (a) vote any

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SPAC Ordinary Shares held by such Sponsor or Representative, as applicable, in favor of the Business Combination Agreement and the transactions contemplated thereby, (b) waive its anti-dilution rights under the amended and restated memorandum and articles of association of SPAC (the “SPAC Articles”), (c) waive its dissenter rights under Section 238 of the Companies Act of the Cayman Islands (As Revised) (the “Cayman Companies Act”) and any other similar statute, (d) be bound by certain other covenants and agreements related to the Transactions, and (e) be bound by certain transfer restrictions with respect to the securities owned by such Sponsor or Representative, as applicable, in each case, on the terms and subject to the conditions set forth in the SPAC Holders Support Agreement. The SPAC Holders Support Agreement also provides that each of the Sponsors and Representatives has agreed irrevocably to waive its redemption rights in connection with the consummation of the Transactions with respect to any SPAC Ordinary Shares they may hold. The SPAC Holders Support Agreement expires upon the earlier of the First Merger Effective Time and the termination of the Business Combination Agreement. No consideration has been or will be paid by PubCo, SPAC or GOWell to the Sponsors or Representatives in connection with such agreements. For more information, see “Ancillary Documents — SPAC Holders Support Agreement.”

Concurrently with the execution of the Business Combination Agreement, on October 13, 2025, the GOWell Shareholder entered into a support agreement with SPAC, GOWell and PubCo (the “Company Support Agreement”), pursuant to which the GOWell Shareholder has agreed to (a) vote the Company Ordinary Shares held by the GOWell Shareholder (together with any other equity securities thereafter acquired by the GOWell Shareholder, the “Company Subject Securities”) in favor of the Business Combination Agreement and the transactions contemplated thereby, (b) be bound by certain other covenants and agreements related to the Transactions, (c) be bound by certain transfer restrictions with respect to the Company Subject Securities and (d) waive its dissenter rights under Section 238 of the Cayman Companies Act and any other similar statute. The Company Support Agreement expires upon the earlier of the Second Merger Effective Time and the termination of the Business Combination Agreement. For more information, see “Ancillary Documents — Company Support Agreement.”

In connection with the Closing, the Sponsors, Representatives and certain other shareholders of SPAC who are members of the SPAC Board and/or management team (the “Insiders”) will enter into an agreement (the “SPAC Lock-Up Agreement”) providing that each of the Sponsors, Representatives and Insiders will not, subject to certain customary exceptions, transfer (i) the General Lock-Up Securities (as defined below) during the period commencing from the Closing Date until the date that is the earlier of (x) six months after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property (the “General Lock-Up Period”) or (ii) the Private Placement Lock-Up Securities (as defined below) during the period commencing from the Closing Date until the date that is the earliest of (x) 30 days after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property (the “Private Placement Lock-Up Period”). For purposes of the SPAC Lock-Up Agreement, (a) the “General Lock-Up Securities” means the PubCo Ordinary Shares issued to the Sponsors or Insiders in exchange for the SPAC Class A Shares and SPAC Class B Shares held by the Sponsors (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions), and (b) the “Private Placement Lock-Up Securities” means the PubCo Ordinary Shares issued to the Prior Sponsor and Representatives pursuant to the terms of the Business Combination Agreement in exchange for the Private Placement Securities (as defined below) following the Unit Separation (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions). While the SPAC and GOWell currently expect that all of the General Lock-Up Securities and Private Placement Lock-Up Securities held by the Sponsors, Representatives, and Insiders will be subject to the above-described transfer restrictions, the SPAC and GOWell may mutually determine to exclude from such lock-ups some or all of such securities if deemed necessary or desirable. If SPAC and GOWell waive any such lock-up, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the deadline for submitting redemption requests or the EGM. For more information, see “Ancillary Documents — Lock-Up Agreements.”

In addition, in connection with the closing, PubCo will enter into a lock-up agreement with the GOWell Shareholder (the “Company Shareholder Lock-Up Agreement”) providing that the GOWell Shareholder, as the sole holder of the Company Ordinary Shares, will not, subject to certain customary exceptions, transfer any PubCo Ordinary Shares received by the GOWell Shareholder pursuant to the Business Combination Agreement (together with any securities

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paid as bonus share issuance, dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions, the “GOWell Lock-Up Securities”) during the period commencing from the date of Closing until the earlier of (i) six months after the Closing or (ii) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction in which all of its shareholders have the right to exchange their shares of common stock for cash, securities or other property (the “GOWell Lock-Up Period”). For more information, see “Ancillary Documents — Lock-Up Agreements.”

The Business Combination Agreement contemplates that, at the Closing, PubCo, the GOWell Shareholder, the Sponsors, Representatives, SPAC, the PIPE Investors, and the other parties signatory thereto (each, a “Holder”) will enter into a Registration Rights Agreement (the “New Registration Rights Agreement”), pursuant to which PubCo will, from time to time, register for resale the PubCo Ordinary Shares held by the Holders immediately following the Closing, any PubCo Ordinary Shares that may be acquired upon the exercise, conversion, or redemption of any derivative security held by the Holders immediately following the Closing, any equity securities that are “restricted securities” or held by an “affiliate” (each as defined in Rule 144 under the Securities Act), any of the PubCo Restricted Shares which were granted to Holders, and any other equity security issued in a share dividend, share split, or similar transaction (collectively, the “Registrable Securities”). Pursuant to the New Registration Rights Agreement, among other things, PubCo will agree to file a shelf registration statement on Form F-1 (“Shelf Registration Statement”) registering the sale or resale of all of the Registrable Securities no later than 30 days after the Closing. Additionally, (x) Holders of at least a majority-in-interest of the then outstanding number of Registrable Securities, (y) the New Sponsor and (z) affiliates of the New Sponsor may make written demands for registration under the Securities Act of all or part of their Registrable Securities, provided that the Registrable Securities are no longer subject to lock-up and at least 12 months have passed since the filing of the Form 10 information (as defined in Rule 144(i)(3) of the Securities Act) with the SEC. Pursuant to the New Registration Rights Agreement, PubCo will also provide customary “piggyback” registration rights, subject to certain requirements and customary conditions. The New Registration Rights Agreement also provides that PubCo will pay certain expenses relating to such registrations and indemnify the shareholders against certain liabilities. The New Registration Rights Agreement will terminate upon the earlier of the 10th anniversary of the date of the New Registration Rights Agreement, the date as of which no Registrable Securities remain outstanding, and with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. For more information, see “Ancillary Documents — New Registration Rights Agreement.”

On October 13, 2025, the SPAC Board received an oral opinion from Newbridge Securities Corporation (“Newbridge”) (subsequently confirmed in a written opinion), to the effect that, as of such date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Newbridge in preparing its opinion, (i) the Initial Merger Consideration to be paid by SPAC in the Merger pursuant to the Business Combination Agreement is fair, from a financial point of view to the SPAC Unaffiliated Shareholders (defined as SPAC Shareholders other than the Sponsors, officers, directors, or affiliates of SPAC or the Sponsors, redeeming shareholders, and dissenting shareholders), and (ii) the Transaction has an aggregate fair market value of at least 80.0% of the value of the assets held by SPAC in its Trust Account (excluding deferred underwriting fees and taxes payable on income earned on the Trust Account) at the time the Business Combination Agreement was signed. A copy of Newbridge’s written opinion is attached hereto as Annex M. For more information, see “The Business Combination — Background of the Business Combination”, “— Interests of Certain SPAC Persons in the Business Combination” and “— Opinion of SPAC’s Financial Advisor.”

After careful consideration, the SPAC Board has unanimously determined that the Business Combination is advisable and in the best interests of SPAC and its shareholders, unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the Transactions, including the Merger, and “FOR” all other proposals presented to the SPAC Shareholders in this proxy statement/prospectus. The Business Combination was not structured to require the approval of at least a majority of SPAC’s unaffiliated shareholders because such a vote is not required under Cayman Islands law. When you consider the recommendation of the proposals herein by the SPAC Board, you should keep in mind that the Sponsors and SPAC’s directors and officers and their affiliates have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of Certain SPAC Persons in the Business Combination” for a further discussion of these considerations.

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Immediately following the Closing, assuming no Redemptions of Public Shares, and without giving effect to any dilutive instruments, which consist of the Signing PIPE Securities, Closing PIPE Securities, and Earnout Shares, it is expected that (i) Public Shareholders will own approximately 18.4% of PubCo Ordinary Shares issued and outstanding at that time, (ii) holders of the Public Rights will own approximately 3.7% of PubCo Ordinary Shares issued and outstanding at that time, (iii) the New Sponsor will own approximately 2.1% of the PubCo Ordinary Shares issued and outstanding at that time (which includes 990,000 Founder Shares), (iv) the SPAC’s officers and directors will own approximately 9.6% of the PubCo Ordinary Shares issued and outstanding at that time (which includes 4,481,250 PubCo Restricted Shares), (v) the Prior Sponsor and the Representatives will own approximately 5.0% of the PubCo Ordinary Shares outstanding issued and at that time (which includes 2,028,750 Retained Shares and 318,750 SPAC Class A Shares and SPAC Rights underlying the Private Placement Units after giving effect to the exchange of the SPAC Rights), and (vi) the GOWell Shareholder will own approximately 61.2% of the PubCo Ordinary Shares issued and outstanding at that time. The Public Shareholders currently own 72.4% of the issued and outstanding SPAC Ordinary Shares prior to the Business Combination. Accordingly, Public Shareholders, as a group, will experience immediate dilution as a consequence of the Business Combination. As redemptions increase, the overall percentage ownership held by the Sponsors, Representatives, Insiders, the GOWell Shareholder and the Closing PIPE Investor will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. For more information on the percentage of the issued and outstanding PubCo Ordinary Shares immediately following the Closing that are expected to be held by security holders in various redemption scenarios, see “Questions and Answers About the Business Combination — What equity stake will current SPAC Shareholders and the GOWell Shareholder hold in PubCo immediately after the consummation of the Business Combination?” and for more information about dilution to Public Shareholders, see “Dilution.”

Material Financing Transactions

Prior to the SPAC’s IPO, the Prior Sponsor paid an aggregate of $25,000 for 3,018,750 Founder Shares, or approximately $0.008 per share. The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 8,625,000 SPAC Class A Shares if the Representatives’ over-allotment option was exercised in full, and therefore that such Founder Shares would represent approximately 26% of the issued and outstanding SPAC Ordinary Shares after the IPO. Simultaneously with the consummation of the IPO, the Prior Sponsor and Representatives, respectively, purchased 125,000 and 140,625 SPAC Units (the “Private Placement Units”) at a price of $10.00 per Unit in a private placement, generating gross proceeds to the SPAC of $2,656,250. Additionally, the Prior Sponsor provided a non-interest bearing loan of $500,000 (the “Sponsor Loan”) pursuant to an unsecured, non-convertible promissory note dated February 12, 2025 (the “Promissory Note”). On September 9, 2025, the Prior Sponsor entered into a Securities Transfer Agreement (the “Securities Transfer Agreement”) with the New Sponsor, pursuant to which the Prior Sponsor sold to the New Sponsor an aggregate of 990,000 Founder Shares for an aggregate purchase price of $1,300,000, or approximately $1.31 per share, and assigned the Sponsor Loan to New Sponsor for $500,000. Effective as of September 9, 2025, the Prior Sponsor converted its remaining 2,028,750 Founder Shares into SPAC Class A Shares on a one-for-one basis (the “Retained Shares”).

On January 7, 2026 and April 2, 2026, the SPAC and New Sponsor entered into amendments to the Promissory Note which increased the aggregate principal amount of the Promissory Note to $800,000 to reflect $300,000 of additional advances made by the New Sponsor to the SPAC for working capital. The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $500,000 Sponsor Loan, only upon the closing of the SPAC’s initial business combination and, with respect to the additional $300,000 of loans, upon the earlier of the closing of the SPAC’s initial business combination and its liquidation. The Promissory Note may not be prepaid, and no proceeds held in the Trust Account would be used to repay the Promissory Note.

Further, if necessary in order to finance transaction costs in connection with the Business Combination, the New Sponsor or certain of the SPAC’s officers and directors may, but are not obligated to, loan the SPAC funds as may be required (“Working Capital Loans”). If SPAC completes the Business Combination, SPAC would repay any such Working Capital Loans out of the proceeds of the Trust Account released to SPAC, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units sold in the private placement consummated simultaneously with the IPO. In the event that SPAC does not consummate an initial business combination, no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of the date of this proxy statement/prospectus, SPAC had no outstanding borrowings under Working Capital Loans.

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As described above, in connection with the transactions contemplated by the Business Combination Agreement, on October 13, 2025, GOWell entered into the Subscription Agreements with the PIPE Investors. Pursuant to the Signing PIPE Subscription Agreement, GOWell allotted and issued to the New Sponsor approximately $20 million of Company Preferred Shares and Company Warrants, which transactions were consummated concurrently with the signing of the Business Combination Agreement. Pursuant to the Closing PIPE Subscription Agreement, the Closing PIPE Investor agreed to purchase approximately $50 million of Company Preferred Shares and Company Warrants, which transactions will be consummated immediately prior to the Second Merger Effective Time.

Compensation to be Received by the Sponsors and SPAC’s Officers and Directors in Connection with the Business Combination and Signing PIPE Investment

In connection with the Business Combination and the Signing PIPE Investment, the Sponsors and SPAC’s officers and directors will receive securities of PubCo. The New Sponsor will receive (i) 990,000 PubCo Ordinary Shares upon the exchange of 990,000 Founder Shares in the SPAC Class B Conversion, which were initially purchased in the Sponsor Transaction for $1.31 per share, (ii) approximately 2,464,986 PubCo Preferred Shares upon the exchange of 2,352,941 Company Preferred Shares, which were purchased in the Signing PIPE Investment for $20 million (assuming $25,882,353 of Accrued Value which represents the Stated Value plus an assumed 12 months of PIK dividends, and using a Redemption Price of $10.50, representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026), (iii) 980,382 PubCo Warrants upon the exchange of Company Warrants purchased in the Signing PIPE Investment (which is calculated as the Stated Value, divided by the $12.00 conversion price, multiplied by 0.5) exercisable for 980,392 PubCo Ordinary Shares at an initial exercise price of $12.00, and (iv) its allocable portion of the Earnout Shares (not to exceed 6.25% of the aggregate Earnout Shares), in three tranches respectively, if PubCo and its subsidiaries achieve certain EBITDA targets following the Closing. The Prior Sponsor will receive (i) 2,028,750 PubCo Ordinary Shares upon the exchange of 2,028,750 Retained Shares, which were initially purchased prior to the IPO for $0.008 per share, and (ii) 150,000 PubCo Ordinary Shares upon the exchange of 125,000 Private Placement Units, following the Unit Separation and exchange of SPAC Rights, which Private Placement Units were initially purchased for $10.00 per Unit in a private placement. Certain officers and directors of SPAC will receive 4,481,250 PubCo Restricted Shares upon the exchange of 4,481,250 Company Restricted Shares, which shares will be issued to them prior to the Second Merger Effective Time as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. The SPAC’s three independent directors (the “Independent Directors”) are not members of either of the Sponsors. The securities to be issued to the Sponsors and SPAC’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Dilution”, “The Business Combination — Interests of Certain SPAC Persons in the Business Combination”, “The Business Combination — Compensation to be Received by the Sponsors and SPAC’s Officers and Directors in Connection with the Business Combination and Signing PIPE Investment” and “Information About The SPAC — Executive and Director Compensation.”

The Sponsors and SPAC’s officers and directors will also be reimbursed for loans, advances, and out-of-pocket expenses incurred by them related to identifying, negotiating, investigating and completing the Business Combination. As of the date of this proxy statement/prospectus, $800,000 is outstanding under the Promissory Note, which is expected to be repaid to the New Sponsor at the Closing. There are no advances or out-of-pocket reimbursable expenses as of the date of this proxy statement/prospectus. Additionally, the Sponsors and SPAC’s officers and directors will be entitled to continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination. Further, Kevin Shannon, the Chief Operating Officer of the SPAC, is expected to serve as a director of PubCo after the Closing and, as such, in the future, may receive compensation for his service as a director of PubCo as determined by the PubCo Board.

None of the funds in the Trust Account will be used to compensate SPAC’s officers or directors. Except as set forth above, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsors or SPAC’s officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. The reimbursement of expenses and advances to the Sponsors and SPAC’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Dilution”, “The Business Combination — Interests of Certain SPAC Persons in the Business Combination”, “— Compensation to be Received by the Sponsors and SPAC’s Officers and Directors in Connection with the Business Combination and Signing PIPE Investment” and “Information About The SPAC — Executive and Director Compensation.”

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Potential conflicts of interest in connection with the Business Combination

There may be actual or potential material conflicts of interest between or among (i) the Sponsors and SPAC’s officers and directors, and GOWell officers and directors and (ii) SPAC Unaffiliated Shareholders. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the shares to be issued to the Sponsors and SPAC’s officers and directors in connection with the Business Combination, and the reimbursement of loans and advances. See the section entitled “The Business Combination — Interests of Certain SPAC Persons in the Business Combination” and “The Business Combination — Compensation to be Received by the Sponsors and SPAC’s Officers and Directors in Connection with the Business Combination and Signing PIPE Investment” for more information.

If SPAC does not complete the Business Combination with GOWell or another initial business combination by August 14, 2026 (which date may be extended through a shareholder-approved amendment to the SPAC Articles, the “completion window”), SPAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), 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 not previously released to SPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of SPAC’s remaining shareholders and the SPAC Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsors and SPAC’s officers and directors have no rights to liquidating distributions from the Trust Account with respect to any Founder Shares and any Public Shares held by them if SPAC fails to complete an initial business combination within the completion window, although they will be entitled to liquidating distributions from assets outside the Trust Account.

On July 20, 2026, SPAC filed a definitive proxy statement seeking shareholder approval of an amendment to the SPAC Articles to extend the combination window from August 14, 2026 to August 31, 2026, and permit the SPAC Board to further extend such date up to four times in one month increments, to up to December 31, 2026. The holders of Public Shares will have the right to redeem their Public Shares in connection with such extension.

The SPAC Units, SPAC Class A Shares and SPAC Rights are listed on Nasdaq under the symbols “IPEXU”, “IPEX”, and “IPEXR”. On October 10, 2025, the last trading date prior to the public announcement of the Business Combination, SPAC Units, SPAC Class A Shares and SPAC Rights closed at $10.65, $10.36 and $0.72, respectively. As of August 10, 2026, the closing prices of the SPAC Units, SPAC Class A Shares and SPAC Rights were $11.05, $10.57 and $0.46, respectively. PubCo has applied for listing, to be effective at Closing, of the PubCo Ordinary Shares on Nasdaq under the symbol “GOW.” It is a condition to SPAC’s and GOWell’s obligations to consummate the Business Combination that the PubCo Ordinary Shares to be issued in connection with the Business Combination Agreement, including the Company Consideration Shares, is approved for listing on Nasdaq or another major U.S. national securities exchange, subject only to official notice of issuance. SPAC and GOWell believe that SPAC will satisfy the initial listing requirements of the Nasdaq Global Market at the Closing, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination may not be consummated unless such condition is waived by SPAC and GOWell. The Nasdaq listing condition may be waived by SPAC or GOWell at any time prior to Closing, including after the deadline for submitting redemption requests or the EGM. If SPAC and GOWell waive such condition, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the deadline for submitting redemption requests or the EGM. It is important for you to consider that, at the time of the deadline for submitting redemption requests or the EGM, PubCo may not have received from Nasdaq either confirmation of the listing of the PubCo Ordinary Shares or confirmation that approval will be obtained prior to the consummation of the Business Combination, and you will not be notified prior to the deadline for submitting redemption requests or the EGM if PubCo has not yet received such approval or confirmation. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without knowing whether the PubCo Ordinary Shares will be listed on Nasdaq or another securities exchange and, further, it is possible that such listing may never be achieved and the Business Combination could still be consummated if such condition is waived.

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SPAC is, and PubCo will be, an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

After the Closing, it is expected that the GOWell Shareholder will hold between 53.2% and 63.4% of the outstanding PubCo Ordinary Shares, depending on the level of Redemptions, including the PubCo Ordinary Shares issuable upon conversion of the PubCo Preferred Shares issued pursuant to the PIPE Investments, and excluding (i) the Earnout Shares, (ii) the PubCo Warrants, (iii) the PubCo Ordinary Shares underlying the PubCo Warrants, and (iv) the PubCo Ordinary Shares issuable under the PubCo Incentive Plan. Accordingly, PubCo will qualify as a “controlled company” under the listing rules of Nasdaq. For so long as PubCo remains a controlled company, it is permitted to rely on certain exemptions from Nasdaq corporate governance requirements otherwise applicable to listed companies.

In addition, as a “foreign private issuer,” PubCo will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that PubCo must disclose differ from those governing U.S. corporations pursuant to the Exchange Act. PubCo will be exempt from a number of rules under the U.S. securities laws and will be permitted to file less information with the SEC than a U.S. company, including: (i) the rules under the Exchange Act requiring the filing with the SEC of Quarterly Reports on Form 10-Q or Current Reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and (iii) the selective disclosure rules applicable to issuers of material non-public information under Regulation FD. With respect to Section 16, PubCo will not be subject to the short-swing profit recovery provisions contained in Section 16 of the Exchange Act; however, effective March 18, 2026, the executive officers and directors of PubCo will be required, pursuant to the Holding Foreign Companies Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of PubCo’s securities, while the principal shareholders of PubCo who are neither officers nor directors will remain exempt from Section 16(a) reporting requirements. As a foreign private issuer, PubCo is also permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of certain Nasdaq corporate governance standards applicable to U.S. domestic companies.

PubCo intends to rely on these exemptions with respect to each of the following Nasdaq requirements: (i) the requirement that a majority of the board consist of independent directors; (ii) the requirement to maintain a compensation committee consisting entirely of independent directors; (iii) the requirement to maintain a nominating or corporate governance committee consisting entirely of independent directors; and (iv) the requirement to hold regularly scheduled executive sessions with only independent directors each year. Where PubCo’s status as a foreign private issuer provides certain exemptions from the same Nasdaq requirement, PubCo intends to rely on certain exemptions to the extent permitted. Such Cayman Islands home country practices may afford less protection to holders of PubCo’s securities than the protections available under Nasdaq’s corporate governance standards. For additional information regarding the home country practices PubCo intends to follow in lieu of Nasdaq requirements, see “Summary — Certain Information Relating to PubCo — Emerging Growth Company; Controlled Company; Foreign Private Issuer”, “Risk Factors — PubCo, as a “foreign private issuer” and “controlled company” within the meaning of the rules of Nasdaq, is permitted to follow certain home country corporate governance practices and to rely on certain exemptions from Nasdaq corporate governance requirements that may afford less protection to shareholders than they would enjoy if PubCo complied fully with the Nasdaq Stock Market corporate governance listing standards.”

This proxy statement/prospectus covers the issuance by PubCo of up to 18,981,618 PubCo Ordinary Shares, 2,464,986 PubCo Preferred Shares, and 980,392 PubCo Warrants. The Closing PIPE Securities, Earnout Shares, and the PubCo Restricted Shares are not being registered in the registration statement of which this proxy statement/prospectus forms a part and therefore must either be registered for resale or sold pursuant to an applicable exemption from registration by the holder thereof.

This proxy statement/prospectus also covers the resale by the Selling Shareholders as described in the section entitled “Selling Shareholders,” of up to 12,944,118 PubCo Ordinary Shares to be received by such Selling Shareholders in the Business Combination. The Selling Shareholders are each deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. Each Selling shareholder may sell all, some or none of such PubCo Ordinary Shares to be received by such Selling Shareholder in the Business Combination. PubCo will not receive any proceeds from any such offer or sale by the Selling Shareholders.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the EGM. SPAC encourages you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 32.

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Following the consummation of the Business Combination, PubCo, with GOWell Technology Limited being its wholly-owned subsidiary, will be a Cayman Islands holding company. Investments in PubCo’s securities are not purchases of equity securities of its operating subsidiaries in the Singapore, UAE, U.S., Canada, Norway, the PRC or the other countries or areas, but instead are purchases of equity securities of a Cayman Islands holding company with no material operations of its own.

When you review the information included in the accompanying proxy statement/prospectus and consider the SPAC Board’s recommendation to vote in favor of the proposals described therein, you should keep in mind that the Sponsors and SPAC’s officers and directors have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, the Sponsors and SPAC’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating SPAC. See the sections entitled “The Business Combination — Interests of Sponsors and SPAC’s Directors and Officers in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated August 11, 2026, and is first being mailed to SPAC Shareholders on or about August 12, 2026.

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Inflection Point Acquisition Corp. V
167 Madison Ave, Suite 205 #1017
New York, NY 10016

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON SEPTEMBER 3, 2026

To the shareholders of Inflection Point Acquisition Corp. V,

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Inflection Point Acquisition Corp. V, a Cayman Islands exempted company (formerly known as Maywood Acquisition Corp., “SPAC”), will be held virtually at 10:00 a.m., Eastern Time, on September 3, 2026. The EGM will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/inflectionpointacquisitionv/bc2026. For the purposes of Cayman Islands law and the third amended and restated memorandum and articles of association of SPAC (the “SPAC Articles”), the physical location of the EGM will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. You are cordially invited to attend the EGM, which will be held for the following purposes:

(1) Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve, subject to the approval of the Merger Proposal, by ordinary resolution, the Business Combination Agreement, dated as of October 13, 2025, by and among SPAC, GOWell Technology Limited, a Cayman Islands exempted company (the “Company” or “GOWell”), GOWell Energy Technology, a Cayman Islands exempted company (“PubCo”), and IPCV Merger Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of SPAC (“Merger Sub”) (as amended on December 22, 2025 and July 13, 2026, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which the following will occur: (a) SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company (the “First Merger” and the time of the First Merger, the “First Merger Effective Time”), and (b) Merger Sub will merge with and into GOWell, as a result of which the separate corporate existence of Merger Sub will cease and GOWell will continue as the surviving company and a wholly-owned direct subsidiary of PubCo (the “Second Merger,” together with the First Merger, referred to collectively as the “Merger” or the “Business Combination,” and the time of the Second Merger, the “Second Merger Effective Time”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Transactions.” We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that subject to the approval of the Merger Proposal, the entry by Inflection Point Acquisition Corp. V (“SPAC”) into the Business Combination Agreement, dated as of October 13, 2025, by and among SPAC, GOWell Technology Limited, GOWell Energy Technology and IPCV Merger Sub Limited, attached to the proxy statement/prospectus accompanying the notice of meeting as Annex A (as amended on December 22, 2025 and July 13, 2026, and as it may be further amended, restated, supplemented and/or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which and among other things, on the terms and subject to the conditions set forth in the Business Combination Agreement, the parties will complete the Business Combination (as such term is defined in the proxy statement/prospectus) described in the proxy statement/prospectus, and the performance by SPAC of its obligations thereunder and the consummation of the Business Combination, be approved, ratified and confirmed in all respects.”

(2) Proposal No. 2 — The Merger Proposal — To consider and vote upon a proposal to approve, subject to the approval of the Business Combination Proposal, by special resolution, the Plan of Merger with respect to the First Merger (the “First Plan of Merger”), pursuant to which SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company. We refer to this proposal as the “Merger Proposal.” A copy of the First Plan of Merger is attached to the accompanying proxy statement/prospectus as Annex B.

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The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution that, subject to the approval of the Business Combination Proposal:

(a) Inflection Point Acquisition Corp. V (“SPAC”) be authorized to merge with GOWell Energy Technology (“PubCo”) so that PubCo will be the surviving company (the “Surviving Company”) and all the rights, undertaking, property, business, goodwill, benefits, immunities, privileges and liabilities of SPAC vest in the Surviving Company by virtue of such merger pursuant to the Companies Act of the Cayman Islands (As Revised) and the First Plan of Merger (the “First Merger”);

(b) the Plan of Merger in connection with the First Merger substantially in the form attached to the proxy statement/prospectus accompanying the notice of meeting as Annex B, as it may be further amended and/or restated from time to time (the “First Plan of Merger”), subject to such amendments as may be approved by SPAC or PubCo, be authorized and approved in all respects;

(c) SPAC be authorized to enter into the First Plan of Merger, and any and all transactions provided for in the First Plan of Merger;

(d) there being no holders of any outstanding security interest granted by SPAC immediately prior to the Effective Time (as defined in the First Plan of Merger), the First Plan of Merger be executed by any one director on behalf of the SPAC and any director or delegate or agent thereof be authorized to submit the First Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands (“Registrar”);

(e) all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these resolutions by any director or officer of the SPAC in connection with the transactions contemplated by these resolutions be approved, ratified and confirmed in all respects.”

(3) Proposal No. 3 — The Advisory Organizational Documents Proposals — To consider and vote upon the following six separate proposals to approve, subject to the approval of the Business Combination Proposal and the Merger Proposal, on an advisory and non-binding basis by ordinary resolution the following material differences between the SPAC Articles and the amended and restated memorandum and articles of association of PubCo (the “PubCo A&R Articles”). A copy of the PubCo A&R Articles is attached to the accompanying proxy statement/prospectus as Annex C. We refer to these proposals as the “Advisory Organizational Documents Proposals”:

• Proposal No. 3A — Authorized Share Capital — Under the PubCo A&R Articles PubCo would be authorized to issue 500,000,000 shares of PubCo (“PubCo Shares”), consisting of 450,000,000 ordinary shares, par value $0.0001 per share (the “PubCo Ordinary Shares”) and 50,000,000 series A redeemable preference shares, par value $0.0001 per share (the “PubCo Preferred Shares”).

• Proposal No. 3B — Action by Written Resolution of Shareholders — The PubCo A&R Articles require shareholders to pass resolutions at an annual or extraordinary general meeting and prohibit shareholders to pass written resolutions in lieu of a meeting.

• Proposal No. 3C — Number of Directors — The PubCo A&R Articles provide that the minimum number of directors will be one person with a maximum of seven persons; provided, however, that the limits in the number of directors may be increased or reduced by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders voting in person or by proxy at a general meeting of PubCo.

• Proposal No. 3D — Election, Vacancy and Removal of Directors — The PubCo A&R Articles provide that for so long as Hegro Well PTE. Ltd. (the “GOWell Shareholder” or “Hegro”), its affiliates and any other shareholders that have entered into an acting-in-concert agreement with the GOWell Shareholder, collectively hold not less than 40% of the then issued and outstanding PubCo Ordinary Shares and PubCo Preferred Shares, the GOWell Shareholder shall have the right to appoint and maintain in office such number of directors as shall constitute 50% of the total number of directors on the board of directors of PubCo (the “PubCo Board”). Any director so appointed may be removed and replaced at any time by

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written notice from the GOWell Shareholder to PubCo. A director may otherwise be appointed by a simple majority of the votes cast, in person or by proxy, at a general meeting. Any appointment may be to fill a vacancy or as an additional director.

• Proposal No. 3E — Requiring Approval of Preferred Holders — The PubCo A&R Articles provide that, for so long as New Sponsor and the Closing PIPE Investor (collectively, the “Inflection Point Entities”) collectively hold at least 20% of the PubCo Preferred Shares on issue as of the date on which the PubCo A&R Articles are adopted, PubCo shall not take certain actions without the consent of the holders of more than 50%, by number, of the PubCo Preferred Shares in issue, which shall include the consent of Inflection Point Fund I LP.

• Proposal No. 3F — Blank Check Company Provisions — The PubCo A&R Articles do not contain any blank check company provisions.

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as six separate ordinary resolutions, on a non-binding and advisory basis only, subject to the approval of the Business Combination Proposal and the Merger Proposal, that the following governance provisions contained in the PubCo A&R Articles be and are hereby approved and adopted:

• Advisory Organizational Documents Proposal 3A — The authorized share capital of PubCo is US$50,000 divided into 450,000,000 ordinary shares of a par value of US$0.0001 each and 50,000,000 series A redeemable preference shares of a par value of US$0.0001 each.

• Advisory Organizational Documents Proposal 3B — The PubCo A&R Articles require shareholders to pass resolutions at an annual or extraordinary general meeting and prohibit shareholders to pass written resolutions in lieu of a meeting.

• Advisory Organizational Documents Proposal 3C — The PubCo A&R Articles provide that the minimum number of directors will be one person with a maximum of seven persons, provided however that the limits in the number of directors may be increased or reduced by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders voting in person or by proxy at a general meeting of PubCo.

• Advisory Organizational Documents Proposal 3D — The PubCo A&R Articles provide that, subject to the Cayman Companies Act, for so long as the GOWell Shareholder, its affiliates and any other shareholders that have entered into an acting-in-concert agreement with the GOWell Shareholder, collectively hold not less than 40% of the then issued and outstanding PubCo Ordinary Shares and PubCo Preferred Shares, the GOWell Shareholder shall have the right to appoint and maintain in office such number of directors as shall constitute 50% of the total number of directors on the PubCo Board. Any director so appointed may be removed and replaced at any time by written notice from the GOWell Shareholder to PubCo. A director may otherwise be appointed or removed by a simple majority of the votes cast, in person or by proxy, at a general meeting. Any appointment may be to fill a vacancy or as an additional director. Additionally, the PubCo Board has the power to appoint any person as a director, either to fill a vacancy or as an addition to the existing PubCo Board, subject to the total number of directors on the PubCo Board not exceeding any maximum number fixed by or in accordance with the PubCo A&R Articles.

• Advisory Organizational Documents Proposal 3E — The PubCo A&R Articles provide that, for so long as the Inflection Point Entities (as defined in the PubCo A&R Articles) collectively hold at least 20% of the PubCo Preferred Shares on issue, as of the date on which the PubCo A&R Articles are adopted, PubCo shall not take certain actions without the consent of the holders of more than 50%, by number, of the PubCo Preferred Shares in issue, which shall include the consent of Inflection Point Fund I LP.

• Advisory Organizational Documents Proposal 3F — The PubCo A&R Articles do not contain any blank check company provisions.

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(4) Proposal No. 4 — The Incentive Plan Proposal — To consider and vote upon a proposal to approve, subject to the approval of the Business Combination Proposal and the Merger Proposal, by ordinary resolution, the GOWell Energy Technology 2026 Equity Incentive Plan (the “Incentive Plan”). We refer to this proposal as the “Incentive Plan Proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex L.

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that subject to the approval of the Business Combination Proposal and the Merger Proposal, the GOWell Energy Technology 2026 Equity Incentive Plan, in the form attached to the proxy statement/prospectus of the meeting as Annex L, be adopted and approved.”

(5) Proposal No. 5 — The Adjournment Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the EGM to a later date or dates, if necessary or desirable (the “Adjournment Proposal”).

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the chairman may adjourn the extraordinary general meeting to a later date or dates or another place, if the chairman deems it necessary or desirable, be approved.”

Approval of each of the Business Combination Proposal and the Merger Proposal is a condition to consummating the Business Combination. We refer to such proposals, collectively, as the “Condition Precedent Proposals.”

Only holders of record of SPAC Class A Shares and Class B ordinary shares, par value $0.0001 per share, of SPAC (the “SPAC Class B Shares” or the “Founder Shares,” and together with the SPAC Class A Shares, the “SPAC Ordinary Shares”) at the close of business on June 30, 2026 (the “Record Date”) are entitled to notice of and vote at and to have their votes counted at the EGM and any adjournment of the EGM.

This proxy statement/prospectus and accompanying proxy card is being provided to SPAC’s shareholders in connection with the solicitation of proxies to be voted at the EGM and at any adjournment of the EGM. Whether or not you plan to attend the EGM, all of SPAC’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 32 of this proxy statement/prospectus.

After careful consideration, the SPAC Board has determined that each of (a) the Business Combination Proposal, (b) the Merger Proposal, (c) the Advisory Organizational Proposals, (d) the Incentive Plan Proposal and (e) the Adjournment Proposal, if presented, are advisable and in the best interests of SPAC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals. The Business Combination was not structured to require the approval of at least a majority of SPAC’s unaffiliated shareholders because such a vote is not required under Cayman Islands law. When you consider the recommendation of the proposals herein by the SPAC Board, you should keep in mind that the Sponsors and SPAC’s directors and officers and their affiliates have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of Certain SPAC Persons in the Business Combination” for a further discussion of these considerations.

Pursuant to the SPAC Articles, a holder of SPAC Class A Shares issued as a part of the SPAC Units in SPAC’s initial public offering (the “IPO,” and the shares, the “Public Shares,” and the holders of such shares, the “Public Shareholders”) may request to redeem all or a portion of its Public Shares for cash in connection with the Business Combination. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a) (i) hold Public Shares or (ii) hold Public Shares through SPAC Units and elect to separate your SPAC Units into the underlying Public Shares and Rights prior to exercising your redemption rights with respect to the Public Shares;

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(b) submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that SPAC redeem all or a portion of your Public Shares for cash; and

(c) deliver the certificates for your Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on September 1, 2026 (two business days before the initial scheduled date of the EGM) in order for their Public Shares to be redeemed.

Public Shareholders may elect to redeem all or a portion of the Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they are a holder of record on the Record Date. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a Public Shareholder properly exercises its redemption rights to redeem all or a portion of the Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to Continental, SPAC will redeem such Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination including interest earned on the Trust Account (such interest shall be net of taxes payable), divided by the number of then issued Public Shares (such amount, the “Redemption Price”). For illustrative purposes, as of the Record Date, this would have amounted to approximately $10.54 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. Prior to exercising redemption rights, Public Shareholders should verify the market price of the Public Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the price at which Public Shares may be redeemed. SPAC cannot assure its shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their Public Shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange his, her or its Public Shares for cash and will no longer own Public Shares. See “Extraordinary General Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of shares, will be restricted from redeeming his, her or its Public Shares with respect to more than an aggregate of 15% of the Public Shares without SPAC’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of shares, seeks to redeem more than 15% of the SPAC Class A Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without SPAC’s prior consent.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with SPAC’s consent, until the Closing. If a holder delivers his, her or its Public Shares for redemption to Continental and later decides to withdraw such request prior to the deadline for submitting redemption requests, the holder may request that Continental return the shares (physically or electronically).

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) this registration statement having been declared effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of this registration statement being in effect, and no proceedings for purposes of suspending the effectiveness of this registration statement having been initiated or threatened in writing by the Securities and Exchange Commission (the “SEC”); (ii) the approval and adoption of the Business Combination Agreement and the Transactions by requisite vote of each of the SPAC’s and Company’s shareholders (respectively, the “SPAC Shareholder Approval” and “Company Shareholder Approval”); (iii) the PubCo Ordinary Shares having been conditionally approved for listing on the Nasdaq Stock Market LLC

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(“Nasdaq”) or any other major U.S. national securities exchange, subject only to official notice thereof; (iv) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties to the Business Combination Agreement; (v) the absence of any Material Adverse Effect with respect to each of SPAC and GOWell; (vi) certain indebtedness of GOWell having been discharged in full; and (vii) the sum of (a) the funds contained in the trust account established in connection with the SPAC’s IPO (the “Trust Account”) after giving effect to the Redemptions, (b) any cash on the SPAC’s balance sheet immediately prior to the closing of the Transactions (the “Closing”), (c) the aggregate amount of gross proceeds actually received by the GOWell or PubCo (as applicable) from the PIPE Investments and (d) without duplication of any amounts in clause (c), the aggregate amount of gross proceeds set forth in any term sheets related to potential PIPE investments (clauses (a) to (d), the “Closing Proceeds”) being equal to or exceeding $50,000,000 at any time on or prior to Closing (the “Minimum Cash Condition”). Conditions (i) through (iii) and (vii) above are for the benefit of all parties to the Business Combination Agreement and subject to waiver by GOWell and SPAC, conditions (iv) and (v) above are for the benefit of each of SPAC and GOWell, as applicable, and subject to waiver by such party individually, and condition (vi) is for the benefit of SPAC and subject to waiver by SPAC. As of the date of this proxy statement/prospectus, the Minimum Cash Condition is expected to be satisfied based on the anticipated proceeds from the Signing PIPE Investment and Closing PIPE Investment (each as defined below) and through amounts released to us from the Trust Account. However, in the event that the Minimum Cash Condition is not satisfied, SPAC and GOWell may, each in their sole discretion, waive the Minimum Cash Condition. If SPAC and GOWell waive the Minimum Cash Condition, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the EGM, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the EGM. For more information, see “The Business Combination Agreement — Conditions to Closing.”

Only holders of record of the SPAC Ordinary Shares at the close of business on the Record Date are entitled to notice of and to have their votes counted at the EGM and any adjournment of the EGM.

The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Business Combination Proposal is conditioned on the approval of the Merger Proposal. Therefore, if the Merger Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

The approval of the Merger Proposal requires a special resolution under the Cayman Companies Act, being the affirmative vote (in person (including virtually) or by proxy) of the holders of at least two-thirds of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Merger Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Merger Proposal will have no effect, even if approved by the holders of SPAC Ordinary Shares.

The approval of each of the Advisory Organizational Documents Proposals requires an ordinary resolution on a non-binding and advisory basis only, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Advisory Organizational Documents Proposals are conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposal are not approved, the Advisory Organizational Documents Proposals will have no effect, even if approved by holders of SPAC Ordinary Shares.

The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Incentive Plan Proposal is conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposal are not approved, the Incentive Plan Proposal will have no effect, even if it is approved by holders of SPAC Ordinary Shares.

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The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Inflection Point Fund I LP (the “New Sponsor”), Maywood Sponsor LLC (the “Prior Sponsor,” together with the New Sponsor, the “Sponsors”), and SPAC’s officers and directors have entered into an amended and restated letter agreement (the “A&R Letter Agreement”) with us, pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of an initial business combination. Such redemption rights waiver was provided by Prior Sponsor and our former officers and directors at the time of the IPO, and was provided by New Sponsor and our current officers and directors at the time of the Sponsor Transaction, in each case without any separate consideration paid. Additionally, pursuant to the SPAC Holders Support Agreement, the Sponsors and each of Seaport Global Securities LLC and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representatives of the underwriters of our IPO (collectively, the “Representatives”), agreed not to redeem any SPAC Ordinary Shares held by them in connection with the Business Combination. Such redemption rights waiver was provided without any separate consideration paid in connection with providing such waiver. The Sponsors and Representatives collectively own 990,000 Founder Shares and 2,294,375 SPAC Class A Shares, consisting of the Retained Shares and the SPAC Class A Shares underlying the units purchased in the private placement consummated simultaneously with the IPO (the “Private Placement Units”) (and excluding the SPAC Class A Shares issuable upon exchange of the SPAC Rights included therein, as such shares are not currently outstanding and entitled to vote), representing approximately 27.6% of the issued and outstanding SPAC Ordinary Shares as of the date of this proxy statement/prospectus.

Your vote is very important. Whether or not you plan to attend the EGM, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the EGM. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the EGM. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the EGM, and if the other conditions to Closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals and Incentive Plan Proposal are each conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the EGM. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the EGM in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the EGM and will not be voted. If a valid quorum is established, any such failure to vote or to provide voting instructions will have no effect on the outcome of any proposal in the accompanying proxy statement/prospectus. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but will not count as a vote cast at the EGM and otherwise will have no effect on a particular proposal because each proposal requires the affirmative vote of a particular number of votes cast and an abstention and a broker non-vote is not a vote cast. If you are a shareholder of record and you attend the EGM and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your SPAC Ordinary Shares, please contact Sodali & Co., our proxy solicitor, by email at IPEX.info@investor.sodali.com. Individuals may also call (800) 662-5200 toll free; banks and brokers may call (203) 658-9400. This notice of EGM and the proxy statement/prospectus are available at https://www.cstproxy.com/inflectionpointacquisitionv/bc2026.

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Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors,

/s/ Michael Blitzer 

Michael Blitzer

Chairman and Chief Executive Officer

August 11, 2026

Important Notice Regarding the Availability of Proxy Materials for the EGM to be held on September 3, 2026: This notice of EGM and the related proxy statement will be available at https://www.cstproxy.com/inflectionpointacquisitionv/bc2026.

IF YOU RETURN YOUR PROXY CARD SIGNED AND WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR PROXY CARD WILL APPOINT MICHAEL BLITZER AND KEVIN SHANNON AS YOUR PROXY TO VOTE YOUR SHARES IN THEIR DISCRETION. MICHAEL BLITZER AND KEVIN SHANNON WILL VOTE ANY UNDIRECTED PROXIES IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) SUBMIT A WRITTEN REQUEST TO CONTINENTAL AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EGM, WHICH REQUEST MUST INCLUDE THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE PUBLIC SHARES FOR WHICH REDEMPTION IS REQUESTED, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (2) TENDER OR DELIVER YOUR PUBLIC SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

The accompanying proxy statement/prospectus is dated August 11, 2026 and is first being mailed to shareholders on or about August 12, 2026.

Table of Contents

TABLE OF CONTENTS

		Page
ADDITIONAL INFORMATION		iii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv
ABOUT THIS PROXY STATEMENT/PROSPECTUS		vi
CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS		vii
FINANCIAL STATEMENT PRESENTATION		viii
IMPORTANT INFORMATION ABOUT GAAP AND IFRS		ix
INDUSTRY AND MARKET DATA		x
FREQUENTLY USED TERMS		xi
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING		xvi
SUMMARY		1
RISK FACTORS		32
THE EXTRAORDINARY GENERAL MEETING OF SPAC SHAREHOLDERS		74
PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL		81
PROPOSAL NO. 2 — THE MERGER PROPOSAL		83
PROPOSAL NO. 3 — THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS		87
PROPOSAL NO. 4 — THE INCENTIVE PLAN PROPOSAL		93
PROPOSAL NO. 5 — THE ADJOURNMENT PROPOSAL		98
THE BUSINESS COMBINATION		99
THE BUSINESS COMBINATION AGREEMENT		143
ANCILLARY DOCUMENTS		155
MATERIAL TAX CONSIDERATIONS		160
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		171
DILUTION		186
INFORMATION ABOUT THE COMPANY		188
THE COMPANY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		220
INFORMATION ABOUT THE SPAC		235
THE SPAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		254
MANAGEMENT OF PUBCO AFTER THE BUSINESS COMBINATION		258
DESCRIPTION OF PUBCO SECURITIES		267
COMPARISON OF SHAREHOLDER RIGHTS		272
CAYMAN ISLANDS EXEMPTED COMPANY CONSIDERATIONS		279
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		285
BENEFICIAL OWNERSHIP OF PUBCO		291
SHARES ELIGIBLE FOR FUTURE SALE		295
PRICE RANGE OF SECURITIES AND DIVIDENDS		298
SHAREHOLDER COMMUNICATIONS		299
APPRAISAL RIGHTS		299
LEGAL MATTERS		299
EXPERTS		300
HOUSEHOLDING INFORMATION		300
WHERE YOU CAN FIND MORE INFORMATION		301
INDEX TO FINANCIAL STATEMENTS		F-1

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ANNEX A — BUSINESS COMBINATION AGREEMENT		A-1
ANNEX B — FIRST PLAN OF MERGER		B-1
ANNEX C — FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PUBCO		C-1
ANNEX D — COMPANY SUPPORT AGREEMENT		D-1
ANNEX e — SPAC HOLDERS SUPPORT AGREEMENT		E-1
ANNEX F — FORM OF SPONSOR LOCK-UP AGREEMENT		F-1
ANNEX G — FORM OF COMPANY LOCK-UP AGREEMENT		G-1
ANNEX H — FORM OF NEW REGISTRATION RIGHTS AGREEMENT		H-1
ANNEX I — FORM OF SIGNING PIPE SUBSCRIPTION AGREEMENT		I-1
ANNEX J — FORM OF CLOSING PIPE SUBSCRIPTION AGREEMENT		J-1
ANNEX K — FORM OF PUBCO WARRANT		K-1
ANNEX L — FORM OF GOWELL ENERGY TECHNOLOGY 2026 EQUITY INCENTIVE PLAN		L-1
ANNEX M — OPINION OF NEWBRIDGE		M-1
ANNEX N — FORM OF PRELIMINARY PROXY CARD		N-1

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ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that the accompanying proxy statement/prospectus describes other than those contained in the accompanying proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by PubCo, SPAC or GOWell. The accompanying proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of the accompanying proxy statement/prospectus nor any distribution of securities made under the accompanying proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of PubCo, SPAC or GOWell since the date of the accompanying proxy statement/prospectus or that any information contained therein is correct as of any time subsequent to such date.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and other documents incorporated by reference into this proxy statement/prospectus include or may include “forward-looking statements” regarding, among other things, the plans, strategies and prospects, both business and financial, of SPAC, PubCo and GOWell. These statements are based on the beliefs and assumptions of the management of SPAC, PubCo and GOWell. Although the parties believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, none of SPAC, PubCo or GOWell can assure you that they will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “predicts,” “projects,” “forecasts,” “may,” “might,” “will,” “could,” “should,” “would,” “seeks,” “plans,” “scheduled,” “possible,” “continue,” “potential,” “anticipates” or “intends” or similar expressions; provided that the absence of these does not mean that a statement is not forward-looking. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this proxy statement/prospectus, any prospectus supplement, and the documents incorporated by reference herein and therein might not occur, and our actual results could differ materially from those anticipated in these forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statement contained in this proxy statement/prospectus, any prospectus supplement, and the documents incorporated by reference herein and therein, whether as a result of new information, future events or otherwise, except as required by law.

In addition to these important factors and matters discussed elsewhere herein, and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include:

• general economic, political and business conditions;

• the inability of the parties to consummate the transactions contemplated by the Business Combination Agreement;

• the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

• the number of redemption requests made by the Public Shareholders in connection with the Business Combination and in connection with an extension of the completion window;

• the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Transactions;

• the risk that SPAC Shareholder Approval for the Business Combination is not obtained;

• the anticipated capitalization and enterprise value of PubCo following the consummation of the Business Combination;

• the ability of PubCo to issue equity, equity-linked or other securities in the future;

• failure to realize the anticipated benefits of the transactions contemplated by the Business Combination Agreement, including as a result of a delay in consummating the Business Combination;

• the risk that the Business Combination may not be completed by SPAC’s business combination deadline and the potential failure to obtain an extension of its business combination deadline;

• the risks related to the rollout of GOWell’s business and the timing of expected business milestones;

• the ability of PubCo to execute its growth strategy, manage growth profitably and retain its key employees;

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• the ability of PubCo to obtain or maintain the listing of its securities on the Nasdaq following the Business Combination;

• and other risks and uncertainties indicated in this proxy statement/prospectus, including those under “Risk Factors” herein.

We caution readers of this proxy statement/prospectus not to place undue reliance on these forward-looking statements.

All forward-looking statements made in this proxy statement/prospectus are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this proxy statement/prospectus, and we expressly disclaim any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, changes in future operating results over time or otherwise.

Please note in this registration statement, “we,” “us,” “our”, the “Company,” and “GOWell” refers to GOWell Technology Limited, a Cayman Islands exempted company and its subsidiaries prior to the consummation of the Business Combination, and to GOWell Energy Technology, a Cayman Islands exempted company and its subsidiaries, including GOWell Technology Limited, following the consummation of the Business Combination. References to “PubCo” refer to GOWell Energy Technology prior to and GOWell Energy Technology and its subsidiaries after the consummation of the Business Combination, unless the context otherwise requires.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission by PubCo and GOWell, as the co-registrant (File No. 333-294547), constitutes a prospectus of PubCo and GOWell under Section 5 of the Securities Act with respect to the (i) PubCo Ordinary Shares to be issued to the SPAC Shareholders and the (ii) PubCo Preferred Shares, PubCo Warrants and the underlying PubCo Ordinary Shares to be issued to the Signing PIPE Investor upon the conversion of its Company Preferred Shares and Company Warrants as part of the Rule 145(a) transaction, in each case, if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the EGM of the SPAC Shareholders at which the SPAC Shareholders will be asked to consider and vote upon proposals to adopt and approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, by the approval and adoption of the Business Combination Proposal, Merger Proposal, Advisory Organizational Documents Proposals, Incentive Plan Proposal, and the Adjournment Proposal (if presented for a vote).

This document also contains a resale prospectus with respect to the resale by the Selling Shareholders as described in the section entitled “Selling Shareholders,” of up to 12,944,118 PubCo Ordinary Shares to be received by such Selling Shareholders in the Business Combination. The Selling Shareholders may sell all, some or none of such PubCo Ordinary Shares. PubCo will not receive any proceeds from any such offer or sale by the Selling Shareholders.

The two prospectuses contained in this registration statement (i.e., the primary offering prospectus and the resale prospectus) are substantively identical in all respects, except that the resale prospectus contains a different cover page, a “Selling Shareholder” section and an alternate “Plan of Distribution” section, each of which is set forth in the Alternate Pages.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

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CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires, “$,” “USD” and “U.S. dollar” each refer to the United States dollar.

The determination of the functional and reporting currency of each group company is based on the primary currency in which the group company operates. The functional currency of the Company’s subsidiaries will generally be U.S. dollars.

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FINANCIAL STATEMENT PRESENTATION

PubCo was incorporated on October 8, 2025 for the purpose of effectuating the Business Combination described herein. PubCo has no material assets or liabilities and does not operate any businesses. This Registration Statement/Proxy Statement contains:

• the audited consolidated financial statements of SPAC as of December 31, 2025 and December 31, 2024 and for the year ended December 31, 2025 and for the period from May 31, 2024 (inception) to December 31, 2024;

• the unaudited condensed consolidated financial statements of SPAC as of and for the three months ended March 31, 2026 and 2025;

• the audited consolidated financial statements of GOWell for the years ended December 31, 2025, and December 31, 2024; and

• the audited financial statements of PubCo for the period from October 8, 2025 (inception) through December 31, 2025.

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IMPORTANT INFORMATION ABOUT GAAP AND IFRS

The SPAC’s financial statements included in this proxy statement/prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

GOWell’s audited financial statements included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Presentation of financial information in accordance with IFRS requires GOWell’s management to make various estimates and assumptions which may impact the values shown in the financial statements and the respective notes thereto. The actual values may differ from such assumptions. Further, IFRS differs in certain material respects from GAAP and, as such, GOWell’s financial statements are not comparable to the financial statements of companies prepared in accordance with GAAP. This proxy statement/prospectus does not include any explanation of the principal differences or any reconciliation between IFRS and GAAP.

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INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which the Company competes, as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with the Company’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and Company management’s judgment where information is not publicly available. This information appears in “Information About the Company” “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although we believe that these third-party sources are reliable, this belief does not guarantee the accuracy or completeness of this information, and we have not independently verified this information. Further, forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates. Notwithstanding the foregoing, we are responsible for the disclosure contained in this proxy statement/prospectus.

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FREQUENTLY USED TERMS

In this document:

“2026 EBITDA Target” means $35,000,000.

“2027 EBITDA Target” means $50,000,000.

“2028 EBITDA Target” means $70,000,000.

“25% Redemptions Scenario” means the redemption scenario which assumes that Public Shareholders holding 2,156,250 SPAC Class A Shares will exercise their redemption rights for $22.7 million upon consummation of the Business Combination at a Redemption Price of approximately $10.54 per share estimated as of June 30, 2026, or 25% of the Public Shares issued and outstanding.

“50% Redemptions Scenario” means the redemption scenario which assumes that Public Shareholders holding 4,312,500 SPAC Class A Shares will exercise their redemption rights for $45.5 million upon consummation of the Business Combination at a Redemption Price of approximately $10.54 per share estimated as of June 30, 2026, or 50% of the Public Shares issued and outstanding.

“75% Redemptions Scenario” means the redemption scenario which assumes that Public Shareholders holding 6,468,750 SPAC Class A Shares will exercise their redemption rights for $68.2 million upon consummation of the Business Combination at a Redemption Price of approximately $10.54 per share estimated as of June 30, 2026, or 75% of the Public Shares issued and outstanding.

“A&R Letter Agreement” means the amended and restated letter agreement, dated September 9, 2025, by and among the SPAC, Prior Sponsor, New Sponsor, and certain Insiders.

“Accrued Value” means (x) the aggregate amount, including any nominal value and any premium, paid or deemed to be paid to GOWell by or on behalf of the applicable Company Preferred Shareholder in connection with the issuance of such Company Preferred Share, and (y) any unpaid arrears of dividends or other amounts payable (including PIK dividends) in respect of such Company Preferred Share.

“Business Combination Agreement” means the Business Combination Agreement, dated October 13, 2025, by and among SPAC, GOWell, PubCo and Merger Sub, as amended on December 22, 2025 and July 13, 2026.

“Cayman Companies Act” means the Companies Act of the Cayman Islands (As Revised).

“Closing” means the closing of the Transactions.

“Closing PIPE Investor” means the investor named in the Closing PIPE Subscription Agreement.

“Closing PIPE Subscription Agreement” means the subscription agreement, dated October 13, 2025, by and between GOWell and the Closing PIPE Investor.

“Closing Proceeds” means the sum, without duplication, of (a) the funds contained in the Trust Account after giving effect to the Redemptions, (b) any cash on the SPAC’s balance sheet immediately prior to the Closing, (c) the aggregate amount of gross proceeds actually received by the GOWell or PubCo (as applicable) from the PIPE Investments and (d) without duplication of any amounts in clause (c), the aggregate amount of gross proceeds set forth in any term sheets related to potential PIPE investments

“Code” means the U.S. Internal Revenue Code of 1986.

“Cohen” means Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC.

“Company Articles” means the Company’s second amended and restated memorandum and articles of association in effect immediately prior to the Second Merger.

“Company Consideration Shares” means the quotient obtained from dividing the Initial Merger Consideration by the Redemption Price (subject to a cap of $10.50 per share).

“Company Ordinary Share” means an ordinary share, par value $0.0001 per share, of GOWell.

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“Company Preferred Share” means each Series A redeemable preference share, par value $0.0001 per share, of GOWell.

“Company Preferred Shareholder” means a holder of Company Preferred Shares.

“Company Restricted Share” means each Company Ordinary Share subject to vesting, forfeiture or other restrictions.

“Company Shareholder Approval” means the approval and adoption of the Business Combination Agreement and the Transactions by requisite vote of Company’s shareholders.

“Company Shareholder Lock-Up Agreement” means the lock-up agreement to be entered into by and between PubCo and the GOWell Shareholder at Closing.

“Company Subject Securities” means the Company Ordinary Shares held by the GOWell Shareholder (together with any other equity securities thereafter acquired by the GOWell Shareholder).

“Company Support Agreement” means the support agreement, dated October 13, 2025, by and among the GOWell Shareholder, SPAC, GOWell and PubCo.

“Company Warrant” means each warrant to purchase Company Ordinary Shares.

“completion window” means up to August 14, 2026, which date is 18 months from the consummation of the IPO, and which date may be extended through a shareholder-approved amendment to the SPAC Articles.

“Condition Precedent Proposals” means, collectively, the Business Combination Proposal and Merger Proposal.

“DEC” means Deformation & Eccentricity Tool for measuring casing deformation and tubing eccentricity.

“E&P” means Exploration and Production companies.

“Earnout Shares” means the aggregate of 20,000,000 additional PubCo Ordinary Shares which may be issued to the GOWell Shareholder and the New Sponsor, or their successors or assigns, subject to equitable adjustment.

“ePDT” means Enhanced Pipe Detection Tool for detecting multiple layers of casing without shutting down production.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Ratio” means the quotient obtained by dividing the Company Consideration Shares by the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time.

“First Merger” means the merger of SPAC with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company.

“First Merger Effective Time” means the effective time of the First Merger.

“GallopStar” means GOWell’s modular open-hole data acquisition system and associated logging tools.

“General Lock-Up Period” means the period commencing from the Closing Date until the date that is the earlier of (x) six months after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property.

“General Lock-Up Securities” means the PubCo Ordinary Shares issued to the Sponsors or Insiders in exchange for the SPAC Class A Shares and SPAC Class B Shares held by the Sponsors (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions).

“GOWell” means GOWell Technology Limited, a Cayman Islands exempted company.

“GOWell Shareholder” means Hegro Well PTE. Ltd, a private company organized and existing under the Laws of Singapore and a wholly owned subsidiary of Xi’an Gewei Petroleum Equipment Co., Ltd., which is controlled by Mr. Xi Zhang.

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“GOWell Lock-Up Period” means the period commencing on the Closing Date and ending on the earlier of (i) the date that is six (6) months after the Closing Date and (ii) the date following the Closing on which PubCo consummates a liquidation, merger, capital share exchange, reorganization or other similar transaction in which all shareholders have the right to exchange their shares for cash, securities or other property.

“Holder” means the GOWell Shareholder, Sponsors, Representatives, the PIPE Investors and other parties signatory to the New Registration Rights Agreement.

“IFRS” means the International Financial Reporting Standards.

“Indemnification Agreement” means the indemnification agreement, dated September 9, 2025, by and between the SPAC and the New Sponsor.

“Initial Merger Consideration” means $300,000,000.

“Insiders” means shareholders of SPAC who are members of the SPAC Board and/or management team.

“IPO” means the initial public offering of SPAC, which was consummated on February 14, 2025.

“Maximum Redemptions Scenario” means the redemption scenario which assumes that Public Shareholders holding 8,625,000 SPAC Class A Shares will exercise their redemption rights for $90,390,000 upon consummation of the Business Combination at a Redemption Price of approximately $10.54 per share estimated as of June 30, 2026, or 100% of the Public Shares issued and outstanding.

“Mergers” means, collectively, the First Merger and Second Merger.

“Merger Sub” means IPCV Merger Sub Limited, a Cayman Islands exempted company and direct wholly-owned subsidiary of SPAC.

“Merger Sub Share” means an ordinary share, par value $1.00 per share, of Merger Sub.

“Minimum Cash Condition” means the condition that the Closing Proceeds shall equal or exceed $50,000,000 at any time prior to the Closing.

“Newbridge” means Newbridge Securities Corporation.

“New Registration Rights Agreement” means the Registration Rights Agreement to be entered into by and among PubCo, the GOWell Shareholder, the Sponsors, Representatives, SPAC, the PIPE Investors, and other parties signatory thereto, at Closing.

“New Sponsor” means Inflection Point Fund I LP.

“No Redemptions Scenario” means the redemption scenario which assumes that no Public Shareholders exercise their redemption rights with respect to their Public Shares.

“OFS” means Oilfield Service companies that purchase or lease logging equipment from providers and package it into broader oil and gas service offerings.

“PIPE Investments” means the investments made pursuant to the Signing PIPE Subscription Agreement and Closing PIPE Subscription Agreement.

“PegasusStar” means GOWell’s modular cased-hole data acquisition system and associated logging tools.

“PIPE Investors” means, collectively, the Closing PIPE Investor and the New Sponsor.

“Prior Sponsor” means Maywood Sponsor, LLC, a Delaware limited liability company.

“Private Placement Lock-Up Period” means the period commencing from the Closing Date until the date that is the earliest of (x) 30 days after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property.

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“Private Placement Lock-Up Securities” means the PubCo Ordinary Shares issued to the Prior Sponsor and Representatives pursuant to the terms of the Business Combination Agreement in exchange for the Private Placement Securities (as defined below) following the Unit Separation (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions).

“Private Placement Units” means the 125,000 and 140,625 SPAC Units purchased by the Sponsor and Representatives, respectively, at $10.00 per unit in a private placement that occurred simultaneously with the closing of the IPO.

“Promissory Note” means the unsecured non-convertible promissory note, dated February 12, 2025, as amended on January 7, 2026 and April 2, 2026, to increase the aggregate principal amount of the unsecured non-convertible promissory note to $800,000 to reflect $300,000 of additional advances made by the New Sponsor to SPAC for working capital. The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $500,000 Sponsor Loan, only upon the closing of the SPAC’s initial business combination and, with respect to the additional $300,000 of loans, upon the earlier of the closing of the SPAC’s initial business combination and its liquidation. The Promissory Note may not be prepaid and no proceeds held in the Trust Account would be used to repay the Promissory Note.

“PubCo” means GOWell Energy Technology, a Cayman Islands exempted company.

“PubCo A&R Articles” means the amended and restated memorandum and articles of association of PubCo to be adopted in connection with the consummation of the Business Combination.

“PubCo Ordinary Share” means an ordinary share of a par value of $0.0001 per share of PubCo.

“PubCo Preferred Share” means a series A redeemable preference share of a par value of $0.0001 per share of PubCo.

“PubCo Restricted Share” means a PubCo Ordinary Share subject to vesting, forfeiture or other restrictions.

“PubCo Warrant” means a warrant exercisable for PubCo Ordinary Shares at an initial exercise price of $12.00 per share.

“PubCo Sole Shareholder” means the sole shareholder of PubCo in the register of members of PubCo.

“Public Rights” means the 8,625,000 SPAC Rights offered as part of the SPAC Units in the IPO.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means the 8,625,000 SPAC Class A Shares offered as part of the SPAC Units in the IPO.

“Record Date” means June 30, 2026.

“Redemptions” means the redemption of SPAC Class A Shares issued as part of the SPAC Units issued in the IPO that are validly submitted for redemption and not withdrawn.

“Redemption Price” means the price at which each Public Share may be redeemed. For purposes of calculating the Exchange Ratio pursuant to the Business Combination Agreement, the Redemption Price is subject to a cap of $10.50 per share. No such cap will apply to redemptions by Public Shareholders.

“Registrable Securities” means, with respect to the New Registration Rights Agreement, the PubCo Ordinary Shares held by a Holder immediately following the Closing, any PubCo Ordinary Shares that may be acquired upon the exercise, conversion, or redemption of any derivative security held by a Holder immediately following the Closing, any equity securities that are “restricted securities” or held by an “affiliate” (each as defined in Rule 144 under the Securities Act), any of the PubCo Restricted Shares which were granted to Holders, and any other equity security issued in a share dividend, share split, or similar transaction.

“Representatives” means, collectively, Cohen and Seaport.

“Retained Shares” means the 2,028,750 Founder Shares retained and converted into SPAC Class A Shares by the Prior Sponsor after the Sponsor Transaction.

“Seaport” means Seaport Global Securities LLC.

“Second Merger” means the merger of Merger Sub with and into GOWell, as a result of which the separate corporate existence of Merger Sub will cease and GOWell will continue as the surviving company and a wholly-owned direct subsidiary of PubCo.

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“Second Merger Effective Time” means the effective time of the Second Merger.

“Securities Act” means the Securities Act of 1933, as amended.

“Shelf Registration Statement” means a shelf registration statement on Form F-1.

“Signing PIPE Securities” means the Company Preferred Shares and Company Warrants purchased by the New Sponsor from GOWell pursuant to the Signing PIPE Subscription Agreement.

“Signing PIPE Subscription Agreement” means the subscription agreement, dated October 13, 2025, by and between GOWell land the New Sponsor.

“SPAC” means Inflection Point Acquisition Corp. V, a Cayman Islands exempted company.

“SPAC Articles” means the third amended and restated memorandum and articles of association of SPAC.

“SPAC Board” means the board of directors of SPAC.

“SPAC Class A Share” means a Class A ordinary share, par value $0.0001 per share, of SPAC.

“SPAC Class B Conversion” means the automatic conversion of each SPAC Class B Share that is issued and outstanding into one SPAC Class A Share.

“SPAC Class B Share” means a Class B ordinary share, par value $0.0001 per share, of SPAC.

“SPAC Holders Support Agreement” means the support agreement, dated October 13, 2025, by and among the Sponsors, Representatives, SPAC, GOWell and PubCo.

“SPAC Right” means a right of SPAC, entitling the holder to one-fifth of one SPAC Class A Share upon the completion of SPAC’s initial business combination.

“SPAC Ordinary Shares” means, collectively, the SPAC Class A Shares and SPAC Class B Shares.

“SPAC Shareholder” means a holder of SPAC Ordinary Shares.

“SPAC Shareholder Approval” means the approval and adoption of the Business Combination Agreement, the First Merger and the Transactions by requisite vote of the SPAC Shareholders.

“SPAC Unit” means a unit of SPAC, which consists of one SPAC Class A Share and one SPAC Right.

“Sponsors” means, collectively, the Prior Sponsor and New Sponsor.

“SPAC Lock-Up Agreement” means the lock-up agreement to be entered into at Closing, by and among the Sponsors, Representatives and Insiders.

“Sponsor Loan” means the loan evidenced by the Promissory Note.

“Sponsor Transaction” means the sale by the Prior Sponsor to the New Sponsor of 990,000 Founder Shares for an aggregate purchase price of $1,300,000, and the original principal amount of $500,000 outstanding under the Sponsor Loan.

“Subscription Agreements” means, collectively, the Signing PIPE Subscription Agreement and Closing PIPE Subscription Agreement.

“Trust Account” means the trust account established in connection with the IPO.

“TTCE” means Through-Tubing Cement Evaluation tool that enables thru-tubing data logging for evaluating cement behind casing without pulling tubing.

“Unit Separation” means the separation of the SPAC Units into SPAC Class A Shares and SPAC Rights.

“ViewWell™” means GOWell’s proprietary software platform for well integrity analysis, data visualization, and interpretation.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the EGM, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to SPAC’s shareholders. SPAC urges shareholders to read this proxy statement/prospectus, including the annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the EGM, which will be held virtually at 10:00 a.m., Eastern Time, on September 3, 2026. The EGM will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/inflectionpointacquisitionv/bc2026. For the purposes of Cayman Islands law and the SPAC Articles,”), the physical location of the EGM will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. To participate in the EGM online, visit and enter the 12-digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the EGM, as described in this proxy statement/prospectus.

Q. Why am I receiving this proxy statement/prospectus?

A. You are receiving this proxy statement/prospectus because you are a SPAC Shareholder and you are entitled to vote at the EGM to approve the matters set forth herein. This document serves as:

• a proxy statement of SPAC to solicit proxies for the EGM to vote on the proposals set forth herein;

• a prospectus of PubCo to offer PubCo Ordinary Shares, PubCo Preferred Shares, and PubCo Warrants to SPAC Shareholders in the Business Combination; and

• a resale prospectus of the Selling Shareholders with respect to the resale of PubCo Ordinary Shares to be received by them in the Business Combination.

SPAC Shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. The Business Combination Agreement provides that, among other things, SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company and after the First Merger Effective Time, Merger Sub will merge with and into GOWell, as a result of which the separate corporate existence of Merger Sub will cease and GOWell will continue as the surviving company and a wholly owned direct subsidiary of. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal” for more detail.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, which is incorporated by reference into this proxy statement/prospectus, and you are encouraged to read it in its entirety.

In connection with the completion of the Business Combination, SPAC will provide its Public Shareholders the opportunity to redeem their Public Shares on the terms and conditions set forth in the Business Combination Agreement and the SPAC Articles.

THE VOTE OF PUBLIC SHAREHOLDERS IS IMPORTANT. PUBLIC SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF SPAC AND GOWELL, CAREFULLY AND IN ITS ENTIRETY.

Q. What proposals are shareholders of SPAC being asked to vote upon?

A. At the EGM, SPAC is asking holders of SPAC Ordinary Shares to consider and vote upon:

• The Business Combination Proposal;

• The Merger Proposal;

• The Advisory Organizational Documents Proposals;

• The Incentive Plan Proposal; and

• The Adjournment Proposal, if presented.

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If SPAC’s shareholders do not approve each of the Condition Precedent Proposals, then the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal” and “Proposal No. 2 — The Merger Proposal”.

SPAC will hold the EGM to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the EGM. Shareholders of SPAC should read it carefully.

After careful consideration, the SPAC Board has determined that each of (a) the Business Combination Proposal, (b) the Merger Proposal, (c) the Advisory Organizational Proposals, (d) the Incentive Plan Proposal, and (e) the Adjournment Proposal, if presented, are advisable and in the best interests of SPAC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of SPAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is advisable and in the best interests of SPAC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, SPAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination — Interests of Certain SPAC Persons in the Business Combination” for a further discussion of these considerations.

Q. Are the proposals conditioned on one another?

A. Yes. The Business Combination is conditioned on the approval of each of the Business Combination Proposal and the Merger Proposal at the EGM, which we refer to herein as the Condition Precedent Proposals. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals and the Incentive Plan Proposal are conditioned upon the approval of the Business Combination Proposal and Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

Q: I am a holder of Public Shares. Why am I receiving this proxy statement/prospectus?

A: Upon consummation of the Business Combination, and without any action on the part of any party or any other person, each outstanding SPAC Class A Share (excluding Public Shares validly submitted for redemption) will be cancelled and exchanged for one PubCo Ordinary Share. This proxy statement/prospectus includes important information about PubCo and the business of PubCo and its subsidiaries following consummation of the Business Combination. SPAC urges you to read the information contained in this proxy statement/prospectus carefully.

Q: I am a holder of Public Rights. Why am I receiving this proxy statement/prospectus?

A: This proxy statement/prospectus includes important information about SPAC, GOWell and the business of PubCo following consummation of the Business Combination. As holders of SPAC Rights will be entitled to receive PubCo Ordinary Shares upon consummation of the Business Combination on the terms set forth below, SPAC urges you to read the information contained in this proxy statement/prospectus carefully.

Subject to the terms set forth below, each SPAC Right that is issued and outstanding will be automatically exchanged for one-fifth of one SPAC Class A Share, with all fractional shares rounded down. Following the exchange of the SPAC Rights, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share upon consummation of the Business Combination. The exchange of your SPAC Rights will occur even if the holder of such SPAC Right(s) redeemed all Public Shares held by him, her or it in connection with the Business Combination.

No additional consideration will be required to be paid by a holder of SPAC Rights in order to receive his, her or its additional PubCo Ordinary Shares upon consummation of the Business Combination. The shares issuable upon exchange of the SPAC Rights will be freely tradable (except to the extent held by affiliates of PubCo).

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Promptly upon the consummation of the Business Combination, we will direct registered holders of the SPAC Rights to return their SPAC Rights to Continental, our Rights Agent. Upon receipt of the SPAC Rights, the Rights Agent will issue to the registered holder of such SPAC Right(s) the number of full PubCo Ordinary Shares to which he, she or it is entitled.

We will not issue any fractional shares upon the exchange of the SPAC Rights, and no cash will be payable in lieu thereof. As a result, a holder must have five SPAC Rights to receive one SPAC Class A Ordinary Share, which will in turn be exchanged for one PubCo Ordinary Share at the Closing. In the event that any holder would otherwise be entitled to any fractional share upon exchange of his, her or its SPAC Rights, we will round down any entitlement to receive PubCo Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional entitlement). Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant SPAC Rights.

Q. Why is SPAC proposing the Business Combination?

A. SPAC was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities. GOWell is an international company that provides a wide range of innovative well logging technologies and distributed sensing solutions for energy companies globally. GOWell maintains a multi-disciplinary research and development team with a robust patent portfolio of technology aimed to solve complex industry challenges. GOWell’s solutions can be applied to a wide range of wells from traditional energy to energy transition. GOWell has a global, diverse customer base with long-term relationships with the key major oilfield service companies and operators in the energy sector.

Based on SPAC’s due diligence investigations of GOWell and the industry in which it operates, including the financial and other information provided by GOWell in the course of SPAC’s due diligence investigations, the SPAC Board believes that the Business Combination with GOWell is advisable and in the best interests of SPAC and its shareholders. However, there is no assurance of this. Although the SPAC Board believes that the Business Combination with GOWell presents a unique business combination opportunity and is advisable and in the best interests of SPAC and its shareholders, the SPAC Board did consider certain potentially material negative factors in arriving at that conclusion. The positive and negative factors considered by the SPAC Board are discussed in greater detail in the section entitled “The Business Combination — The SPAC Board’s Reasons for the Approval of the Business Combination”, of this proxy statement/prospectus as well as in the section of this proxy statement/prospectus entitled “Risk Factors”.

Q. What will happen in the Business Combination?

A. The Business Combination is structured as follows:

Prior to the First Merger Effective Time:

(i) each SPAC Unit that is issued and outstanding at such time shall be automatically detached into one SPAC Class A Share and one SPAC Right;

(ii) each SPAC Class B Share that is issued and outstanding at such time shall be automatically converted into one SPAC Class A Share; and

(iii) each SPAC Right that is issued and outstanding at such time shall be automatically converted into one-fifth of one SPAC Class A Share (provided, that if a holder of SPAC Rights would be entitled to receive a fraction of a SPAC Class A Share upon the Rights Conversion, the number of SPAC Class A Shares issued to such holder upon the Rights Conversion will be rounded down to the nearest whole number of SPAC Class A Shares without cash settlement for such rounded fraction).

At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any party or the holders of securities of SPAC or PubCo:

(iv) each SPAC Class A Share (including the SPAC Class A Shares issued upon the Unit Separation, SPAC Class B Conversion, and upon exchange of the SPAC Rights, but not including any treasury shares, dissenting shares and Public Shares validly submitted for redemption and not withdrawn), which is issued and outstanding immediately prior to the First Merger Effective Time, shall be converted into the right to receive one PubCo Ordinary Share; and

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(v) each PubCo Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time all of which shall be standing in the name of the PubCo Sole Shareholder in the register of members of PubCo shall be irrevocably surrendered by the PubCo Sole Shareholder to PubCo for cancellation and for consideration equal to the subscription price (if any) that the PubCo Sole Shareholder paid for such PubCo Ordinary Share

The Second Merger is intended to occur at least one Business Day after the First Merger. At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any party of the holders of securities of the Company or PubCo:

(vi) each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a number of PubCo Ordinary Shares equal to the Exchange Ratio. For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares;

(vii)  each Company Preferred Share that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a number of PubCo Preferred Shares equal to (i) the Accrued Value, divided by (ii) the Redemption Price;

(viii) each Company Warrant that is issued and outstanding immediately prior to the Second Merger Effective Time that was issued pursuant to a Signing PIPE Subscription Agreement or Closing PIPE Subscription Agreement, will be converted into the right to receive a PubCo Warrant exercisable for a number of PubCo Ordinary Shares equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company Articles) attributable to the applicable PIPE Investor’s Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5;

(ix) each Company Restricted Share that is outstanding and unvested immediately prior to the Second Merger Effective Time will automatically be assumed and converted into one PubCo Restricted Share on the same terms and conditions as are in effect with respect to each such award of Company Restricted Shares immediately prior to the Second Merger Effective Time; and

(x) each Merger Sub Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary share of the Second Surviving Company.

The GOWell Shareholder will receive 28,571,430 PubCo Ordinary Shares at the Second Merger Effective Time, which was calculated, for illustrative purposes, using an estimated Redemption Price of $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). In addition to the Company Consideration Shares, following the Closing, PubCo will issue to the GOWell Shareholder and the New Sponsor, or their successors and assigns, their allocable portion of up to an aggregate of 20,000,000 Earnout Shares in three tranches respectively, if PubCo and its subsidiaries achieve the following EBITDA targets, on a consolidated basis, for the fiscal year then ended, as reported by PubCo in its annual report filed with the SEC:

• 2026 EBITDA (x) equal to or greater than 80% of the 2026 EBITDA Target but less than 90% of the 2026 EBITDA Target, a one-time issuance of 2,890,000 Earnout Shares, (y) equal to or greater than 90% of the 2026 EBITDA Target but less than 100% of the 2026 EBITDA Target, a one-time issuance of 3,330,000 Earnout Shares, or (z) equal to or greater than 100% of the 2026 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares;

• 2027 EBITDA (x) equal to or greater than 80% of the 2027 EBITDA Target but less than 90% of the 2027 EBITDA Target, a one-time issuance of 4,330,000 Earnout Shares, (y) equal to or greater than 90% of the 2027 EBITDA Target but less than 100% of the 2027 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares, or (z) equal to or greater than 100% of the 2027 EBITDA Target, a one-time issuance of 7,500,000 Earnout Shares; and

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• 2028 EBITDA (x) equal to or greater than 80% of the 2028 EBITDA Target but less than 90% of the 2028 EBITDA Target, a one-time issuance of 4,330,000 Earnout Shares, (y) equal to or greater than 90% of the 2028 EBITDA Target but less than 100% of the 2028 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares, or (z) equal to or greater than 100% of the 2028 EBITDA Target, a one-time issuance of 7,500,000 Earnout Shares.

Additionally, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to certain of the officers and directors of SPAC as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will automatically be assumed and converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up.

Q. What are the reasons for the structure and timing of the Business Combination and the PIPE Investments?

A. SPAC was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. In the second half of 2025, Inflection Point principals Michael Blitzer and Kevin Shannon assumed leadership of SPAC, with Mr. Blitzer appointed Chairman and Chief Executive Officer and Mr. Shannon appointed Chief Operating Officer. Zikang Wu, a member of the original SPAC management team, remained in place as Chief Financial Officer and a member of the SPAC Board. In connection with the leadership transition, two new independent directors, William Denkin and Steven Tannenbaum, were added to the SPAC Board, and all other members of the prior management team resigned. In January 2026, a third independent director, Carolyn Trabuo, was added to the SPAC Board.

Inflection Point’s initial engagement with GOWell occurred during the target search process of Inflection Point Acquisition Corp. II (“IPXX”) in late 2023. In March 2024, GOWell decided to discontinue negotiations to pursue a potential business combination at that time and instead pursue other sources of potential financing. However, GOWell and Inflection Point remained in periodic contact thereafter. In May 2025, Mike Reed, Chief Financial Officer of GOWell, emailed the Inflection Point team to re-engage on the possibility of pursuing a business combination in light of improved market conditions. This outreach catalyzed the discussions initially with Inflection Point Acquisition Corp. III (“IPCX”). However, given IPCX’s uncertainty of the actionability and timeline of the GOWell opportunity at that time and other time-sensitive opportunities, IPCX entered into exclusivity and eventually signed a business combination agreement with Air Water Ventures Limited. In July 2025, members of the New Sponsor explored the potential acquisition of an existing SPAC to facilitate the Business Combination with GOWell. In September 2025, the New Sponsor assumed leadership of SPAC following the Sponsor Transaction, which eventually led to the Business Combination Agreement between GOWell and SPAC. There was no agreement, arrangement, or understanding between New Sponsor and SPAC, or its or their officers, directors, or affiliates, with respect to determining whether to proceed with the Business Combination with GOWell or any other initial business combination. The terms of the Business Combination Agreement are the result of negotiations between the representatives of SPAC and GOWell, each in consultation with its advisors, which occurred between July 2025 and October 2025.

In connection with the transactions contemplated by the Business Combination Agreement, GOWell entered into (i) the Signing PIPE Subscription Agreement with the New Sponsor, pursuant to which New Sponsor agreed to purchase approximately $20 million of Company Preferred Shares and Company Warrants, which transactions were consummated concurrently with the execution of the Business Combination Agreement and (ii) the Closing PIPE Subscription Agreement with the Closing PIPE Investor, pursuant to which the Closing PIPE Investor agreed to purchase approximately $50 million of Company Preferred Shares and Company Warrants, which transactions will be consummated immediately prior to the Second Merger Effective Time. Such PIPE securities will be converted into securities of PubCo as part of the Business Combination as follows: at the Second Merger Effective Time, the Company Preferred Shares will be converted into the right to receive a number of PubCo Preferred Shares equal to (i) the Accrued Value, divided by (ii) the Redemption Price, and the Company Warrants will be converted into the right to receive PubCo Warrants exercisable for a number of PubCo Ordinary Shares equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company Articles) attributable to the applicable PIPE Investor’s Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5.

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As contemplated by the Business Combination Agreement, the structure and timing of the Business Combination and the PIPE Investments was determined and agreed by the parties in light of general business considerations weighing in favor of consummating the transaction promptly and the deadline for SPAC to complete an initial business combination pursuant to the SPAC Articles.

For more information, see “The Business Combination — Background of the Business Combination.”

Q. What will the GOWell Shareholder receive in connection with the Business Combination?

A. Pursuant to the Business Combination Agreement, at the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any party of the holders of securities of the Company or PubCo, each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Ordinary Shares equal to (i) that number of PubCo Ordinary Shares determined by dividing (x) $300,000,000 by (y) the Redemption Price; divided by (ii) the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time. For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares.

Q. What equity stake will current SPAC Shareholders and the GOWell Shareholder hold in PubCo immediately after the consummation of the Business Combination?

A. Upon consummation of the Business Combination, the post-Closing share ownership of PubCo under (1) the No Redemptions Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the Maximum Redemptions Scenario would be as follows:

		VOTING INTERESTS IN PUBCO
		No Redemptions								25% Redemptions								50% Redemptions								75% Redemptions								Maximum Redemptions
PRO FORMA OWNERSHIP		No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding
Public Shares(1)		8,625,000		18.5	%		11.2	%		6,468,750		14.5	%		8.6	%		4,312,500		10.2	%		5.9	%		2,156,250		5.4	%		3.0	%		—		0.0	%		0.0	%
Public Rights(2)		1,725,000		3.7	%		2.2	%		1,725,000		3.9	%		2.3	%		1,725,000		4.1	%		2.4	%		1,725,000		4.3	%		2.4	%		1,725,000		4.5	%		2.5	%
Founder Shares(3)		990,000		2.1	%		1.3	%		990,000		2.2	%		1.3	%		990,000		2.3	%		1.4	%		990,000		2.5	%		1.4	%		990,000		2.6	%		1.4	%
Retained Shares(4)		2,028,750		4.3	%		2.6	%		2,028,750		4.6	%		2.7	%		2,028,750		4.8	%		2.8	%		2,028,750		5.0	%		2.9	%		2,028,750		5.3	%		3.0	%
Private Placement Units(5)		318,750		0.7	%		0.4	%		318,750		0.7%			0.4	%		318,750		0.8	%		0.4	%		318,750		0.8	%		0.5	%		318,750		0.8	%		0.5	%
PubCo Restricted Shares(6)		4,481,250		9.6	%		5.8	%		4,481,250		10.1	%		6.0	%		4,481,250		10.6	%		6.1	%		4,481,250		11.1	%		6.3	%		4,481,250		11.8	%		6.5	%
Company Consideration Shares(7)		28,571,430		61.1	%		37.0	%		28,571,430		64.0	%		38.2	%		28,571,430		67.2	%		39.2	%		28,571,430		70.9	%		40.4	%		28,571,430		75.0	%		41.7	%
Total		46,740,180		100.0	%					44,583,930		100.0	%					42,427,680		100.0	%					40,271,430		100.0	%					38,115,180		100.0	%
Potential Sources of Dilution
Earnout Shares(8)		20,000,000					26.0	%		20,000,000					26.5	%		20,000,000					27.4	%		20,000,000					28.3	%		20,000,000					29.2	%
PubCo Preferred Shares(9)		7,058,824					9.1	%		7,058,824					9.4	%		7,058,824					9.7	%		7,058,824					9.9	%		7,058,824					10.2	%
PubCo Warrants(10)		3,431,372					4.4	%		3,431,372					4.6	%		3,431,372					4.7	%		3,431,372					4.9	%		3,431,372					5.0	%
Fully-Diluted Shares		77,230,376					100.0	%		75,074,126					100.0	%		72,917,876					100.0	%		70,761,626					100.0	%		68,605,376					100.0	%

____________

(1) Represents the unredeemed Public Shares in a variety of redemption scenarios. Assumes the redemption of (i) 0 Public Shares in the No Redemptions Scenario, (ii) 2,156,250 Public Shares in the 25% Redemptions Scenario, (iii) 4,312,500 Public Shares in the 50% Redemptions Scenario, (iv) 6,468,750 Public Shares in the 75% Redemptions Scenario, and (v) all 8,625,00 Public Shares in the Maximum Redemptions Scenario, representing the redemption of 100% of the Public Shares.

(2) Represents the conversion of 8,625,000 Public Rights into 1,725,000 SPAC Class A Shares, with all fractional shares rounded down. Following the exchange of the Public Rights, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

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(3) Represents the SPAC Class B Shares held by the New Sponsor. Prior to the First Merger Effective Time, each SPAC Class B Share that is issued and outstanding at such time shall be automatically converted into one SPAC Class A Share. Following the SPAC Class B Conversion, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(4) Represents the SPAC Class A Shares retained by Prior Sponsor following the Sponsor Transaction. At the SPAC Merger Effective Time, each whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share.

(5) Prior Sponsor and Representatives purchased 125,000 and 140,625 Private Placement Units, respectively, in a private placement that closed simultaneously with the IPO. Prior to the SPAC Merger Effective Time, the Unit Separation will occur, whereby each SPAC Unit that is issued and outstanding at such time shall be automatically detached into one SPAC Class A Share and one SPAC Right. Then, each SPAC Right will be exchanged for one-fifth of one SPAC Class A Share, with all fractional shares rounded down. Following the Unit Separation and the exchange of the Public Rights, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(6) Reflects the 4,481,250 PubCo Restricted Shares to be issued to officers and directors of SPAC as of the Closing pursuant to the terms of the Business Combination Agreement.

(7) The GOWell Shareholder holds 100% of all outstanding Company Ordinary Shares as of the date of this proxy statement/prospectus. At the Second Merger Effective Time, each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Ordinary Shares equal to (i) that number of PubCo Ordinary Shares determined by dividing (x) $300,000,000 by (y) the Redemption Price; divided by (ii) the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time. For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares.

(8) Assumes that PubCo issues the maximum number of Earnout Shares to the GOWell Shareholder and New Sponsor under the Business Combination Agreement due to PubCo and its subsidiaries achieving the 2026 EBITDA Target, 2027 EBITDA Target and 2028 EBITDA Target. The allocation of such Earnout Shares among the GOWell Shareholder and New Sponsor, or their respective designees and assigns, will be mutually determined.

(9) Represents PubCo Ordinary Shares underlying PubCo Preferred Shares. At the Second Merger Effective Time, the Company Preferred Shares will be converted into the right to receive a number of PubCo Preferred Shares equal to (i) the Accrued Value, divided by (ii) the Redemption Price. For illustrative purposes, the Accrued Value is estimated to be $84,705,882 and the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026), resulting in the issuance of 8,067,227 PubCo Preferred Shares. Further assumes the conversion in full of all PubCo Preferred Shares, pursuant to their terms, into an aggregate of 7,058,824 PubCo Ordinary Shares.

(10) Represents PubCo Ordinary Shares underlying PubCo Warrants. At the Second Merger Effective Time, the Company Warrants will be converted into the right to receive PubCo Warrants exercisable for a number of PubCo Ordinary Shares equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company Articles) attributable to the applicable PIPE Investor’s Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5. For illustrative purposes, assumes the exercise of all such PubCo Warrants for cash at a cash exercise price of $12.00.

Share ownership presented in the table above is only presented for illustrative purposes and does not necessarily reflect what PubCo’s share ownership will be after the Closing. SPAC and GOWell cannot predict how many of the Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above, and therefore the ownership percentages of Public Shareholders may also differ if the actual redemptions are different from these assumptions. The Public Shareholders that do not elect to redeem their Public Shares will experience immediate dilution as a result of the Business Combination. The Public Shareholders currently own approximately 72.4% of the issued and outstanding SPAC Ordinary Shares. As noted in the above table, even if no Public Shareholders redeem their Public Shares in the Business Combination, the Public Shareholders’ ownership will decrease from approximately 72.4% of the SPAC Ordinary Shares prior to the Business Combination to owning approximately 18.5% of the total outstanding PubCo Ordinary Shares at the Closing (without giving effect to dilutive securities). As redemptions increase, the overall percentage ownership held by the Sponsors, Representatives, the GOWell Shareholder, and the PIPE Investors will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. The table excludes PubCo Ordinary Shares that will be available for issuance under the PubCo Incentive Plan, as such shares will not be outstanding as of the Closing Date and does not include transaction bonus awards and equity incentives which may be issued to GOWell executives, as the amount, timing, and other terms of such grants have not yet been determined. Additionally, assumes no Working Capital Loans are outstanding and

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that the Sponsor Loan is repaid in cash in accordance with its terms. For more information about the consideration to be received in the Business Combination, these scenarios, and the underlying assumptions, see “Unaudited Pro Forma Combined Financial Information.” See also “Risk Factors — The SPAC’s shareholders will experience dilution due to the issuance of PubCo Ordinary Shares and securities convertible into PubCo Ordinary Shares in the Business Combination and PIPE Investments.”

Q. How has the announcement of the Business Combination affected the trading price of the SPAC securities?

A. On October 10, 2025, the last trading date prior to the public announcement of the Business Combination, SPAC Units, SPAC Class A Shares and SPAC Rights closed at $10.65, $10.36 and $0.72, respectively. As of August 10, 2026, the last practicable trading day prior to the date of this proxy statement/prospectus, the closing price for the SPAC Units, SPAC Class A Shares and SPAC Rights was $11.05, $10.57 and $0.46, respectively.

Q. What amendments will be made to the SPAC Articles?

A. The consummation of the Business Combination is conditioned on, among other things, the First Merger, pursuant to which SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company. As such, upon consummation of the Business Combination, PubCo will be governed by the PubCo A&R Articles, which will be substantially in the form set forth in Annex C to this proxy statement/prospectus. Accordingly, in addition to voting on the Business Combination and the First Merger, SPAC Shareholders are also being asked to consider and vote upon the following material differences between the SPAC Articles and the PubCo A&R Articles pursuant to the Advisory Organizational Documents Proposals:

• Proposal No. 3A — Authorized Share Capital — Under the PubCo A&R Articles PubCo would be authorized to issue 500,000,000 PubCo Shares, consisting of 450,000,000 PubCo Ordinary Shares and 50,000,000 PubCo Preferred Shares.

• Proposal No. 3B — Action by Written Resolution of Shareholders — The PubCo A&R Articles require shareholders to pass resolutions at an annual or extraordinary general meeting and prohibit shareholders to pass written resolutions in lieu of a meeting.

• Proposal No. 3C — Number of Directors — The PubCo A&R Articles provide that the minimum number of directors will be one person with a maximum of seven persons; provided, however, that the limits in the number of directors may be increased or reduced by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders voting in person or by proxy at a general meeting of PubCo.

• Proposal No. 3D — Election, Vacancy and Removal of Directors — The PubCo A&R Articles provide that for so long as the GOWell Shareholder, its affiliates and any other shareholders that have entered into an acting-in-concert agreement with the GOWell Shareholder, collectively hold not less than 40% of the then issued and outstanding PubCo Ordinary Shares and PubCo Preferred Shares, the GOWell Shareholder shall have the right to appoint and maintain in office such number of directors as shall constitute 50% of the total number of directors on the PubCo Board. Any director so appointed may be removed and replaced at any time by written notice from the GOWell Shareholder to PubCo. A director may otherwise be appointed by a simple majority of the votes cast, in person or by proxy, at a general meeting. Any appointment may be to fill a vacancy or as an additional director.

• Proposal No. 3E — Requiring Approval of Preferred Holders — The PubCo A&R Articles provide that, for so long as the Inflection Point Entities collectively hold at least 20% of the PubCo Preferred Shares on issue as of the date on which the PubCo A&R Articles are adopted, PubCo shall not take certain actions without the consent of the holders of more than 50%, by number, of the PubCo Preferred Shares in issue, which shall include the consent of Inflection Point Fund I LP.

• Proposal No. 3F — Blank Check Company Provisions — The PubCo A&R Articles do not contain any blank check company provisions.

Preferred these differences are discussed in greater detail in the sections of this proxy statement/prospectus entitled “Proposal No. 3 — The Advisory Organizational Documents Proposals, “Description of PubCo Securities” and “Comparison of Shareholder Rights.”

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Q. Will GOWell obtain new financing in connection with the Business Combination?

A. Yes. In connection with entering into the Business Combination Agreement, on October 13, 2025, GOWell entered into (i) the Signing PIPE Subscription Agreement with New Sponsor, pursuant to which New Sponsor agreed to purchase approximately $20 million of Company Preferred Shares and Company Warrants, which transactions were consummated concurrently with the execution of the Business Combination Agreement, and (ii) the Closing PIPE Subscription Agreement with the Closing PIPE Investor, pursuant to which the Closing PIPE Investor agreed to purchase approximately $50 million of Company Preferred Shares and Company Warrants, which transactions will be consummated immediately prior to the Second Merger Effective Time. As previously described, pursuant to the Business Combination Agreement, the Company Preferred Shares and the Company Warrants will convert into PubCo Preferred Shares and PubCo Warrants respectively.

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation, the closing proceeds equaling no less than $50 million. As of the date of this proxy statement/prospectus, the Minimum Cash Condition is expected to be satisfied based on the anticipated proceeds from the PIPE Investments and through amounts released to us from the Trust Account. However, in the event the Minimum Cash Condition is not satisfied, GOWell and SPAC may, in their discretion, waive the Minimum Cash Condition. If SPAC and GOWell waive the Minimum Cash Condition, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the EGM, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the EGM.

See the section of this proxy statement/prospectus entitled “Ancillary Documents — Subscription Agreements”.

Q. What are the U.S. federal income tax consequences of the First Merger?

A. Subject to the limitations and qualifications described in “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the First Merger to U.S. Holders” below, the First Merger should qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code. In general, if the First Merger so qualifies, a U.S. Holder should not recognize any gain or loss for U.S. federal income tax purposes in connection therewith.

The tax consequences of the First Merger are complex and will depend on your particular circumstances. For a more complete discussion of the U.S. federal income tax considerations of the First Merger, see the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the First Merger to U.S. Holders.” If you are a U.S. Holder exchanging SPAC Class A Shares in the First Merger, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q. What are the U.S. federal income tax consequences of the Second Merger?

A. At present, the Company is organized outside of the United States and its sole shareholder (other than the PIPE Investors) is Hegro Well PTE. Ltd., which is also organized outside of the United States. Accordingly, the Company does not intend to provide a discussion of the U.S. federal income tax consequences of the Second Merger. Such persons and their beneficial owners should consult with their own tax advisors regarding the U.S. federal, state, local, and non-U.S. tax consequences of the Second Merger.

Q. Do I have redemption rights?

A. If you are a Public Shareholder, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they held their Public Shares on the Record Date. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other Person with whom such Public Shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of shares, will be restricted from

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redeeming its Public Shares with respect to more than an aggregate of 15% of the then issued Public Shares without the prior consent of SPAC. Accordingly, if a Public Shareholder, alone or acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of shares, seeks to redeem more than 15% of the then issued Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsors have agreed to waive their redemption rights with respect to all of the Founder Shares in connection with the consummation of the Business Combination. No consideration has been or will be paid by PubCo, SPAC or GOWell to the Sponsors in connection with the Sponsors’ agreement to waive their redemption rights. The Founder Shares will be excluded from the pro rata calculation used to determine the Redemption Price.

Q. How do I exercise my redemption rights?

A. If you are a Public Shareholder and wish to exercise your right to redeem the Public Shares, you must:

(a) (i) hold Public Shares or (ii) hold Public Shares through the SPAC Units and elect to separate your the SPAC Units into the underlying Public Shares and Public Rights prior to exercising your redemption rights with respect to the Public Shares;

(b) submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that the SPAC redeem all or a portion of your Public Shares for cash; and

(c) deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on September 1, 2026 (two business days before the initial scheduled date of the EGM) in order for their Public Shares to be redeemed.

The address of Continental is listed under the question “Who can help answer my questions?” of this proxy statement/prospectus.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of the Record Date, this would have amounted to approximately $10.54 per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of SPAC’s creditors, if any, which could have priority over the claims of the Public Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with SPAC’s consent, until the Closing. If a holder delivers his, her or its Public Shares for redemption to Continental and later decides to withdraw such request prior to the deadline for submitting redemption requests, the holder may request that Continental return the shares (physically or electronically). No request for redemption will be honored unless the shareholder’s certificates for Public Shares (if any) along with the redemption forms have been delivered (either physically or electronically) to Continental, at least two business days prior to the initial scheduled date of the EGM.

If a Public Shareholder properly makes a request for redemption and the certificates for Public Shares (if any) along with the redemption forms are delivered as described above, then, if the Business Combination is consummated, SPAC will redeem the Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination including interest earned on the Trust Account (such interest shall be net of taxes payable), divided by the number of then issued Public Shares. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank.

If you are a Public Shareholder and you exercise your redemption rights, such exercise will not result in the loss of any SPAC Rights that you may hold.

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Q. If I am a SPAC Rights holder, can I exercise redemption rights with respect to my SPAC Rights?

A. No. The SPAC Rights holders have no redemption rights with respect to such SPAC Rights.

Assuming that no more than 4,312,500 Public Shares, representing 50% of the outstanding Public Shares issued in connection with the IPO, are redeemed for an aggregate payment of approximately $45.5 million from the Trust Account (based on the approximate balance of the Trust Account as of June 30, 2026) in connection with the Business Combination, which is a potential amount of redemptions, and assuming that each redeeming Public Shareholder holds one SPAC Right for each Public Share being redeemed (representing the number of SPAC Rights included in each SPAC Unit) and using the closing SPAC Rights price on Nasdaq of $0.46 as of August 10, 2026 (the latest practicable trading day before the date of this proxy statement/prospectus), the aggregate fair value of Public Rights that can be retained by redeeming Public Shareholders is approximately $2.0 million. The actual market price of the SPAC Rights may be higher or lower on the date that holders of SPAC Rights seek to sell such SPAC Rights. Additionally, SPAC cannot assure the SPAC Rights holders that they will be able to sell their SPAC Rights in the open market as there may not be sufficient liquidity in such securities when SPAC Rights holders wish to sell their SPAC Rights. Further, while the level of redemptions of Public Shares will not directly change the value of the SPAC Class A Shares issued upon exchange of the SPAC Rights or the PubCo Ordinary Shares issued at the First Merger Effective Time upon the exchange of such SPAC Class A Shares, because the number of outstanding SPAC Rights will not change based on the level of redemptions, as redemptions of Public Shares increase, a holder of PubCo Ordinary Shares issued in respect of the SPAC Rights will ultimately own a greater interest in PubCo because there would be fewer shares outstanding overall.

Q. How do the SPAC Units offered in SPAC’s IPO differ from the Private Placement Units and what are the related risks for any holders of SPAC Units after the Business Combination?

A. The Private Placement Units are identical to the units sold in SPAC’s IPO in material terms and provisions, except that so long as they are held by the Prior Sponsor, the Representatives or their respective permitted transferees, the Private Placement Units (including their component securities) (i) may not be transferred, assigned or sold by the holders until the end of the Private Placement Lock-Up Period and (ii) are entitled to registration rights.

Q. What are the U.S. federal income tax consequences of exercising my redemption rights?

A. The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences for U.S. Holders Exercising Redemption Rights.” If you are a U.S. Holder (defined below) of SPAC Class A Shares contemplating exercising your redemption rights, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q. What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A. Following the closing of the IPO (including full exercise of the over-allotment option by the underwriters of the IPO), an amount equal to $86,250,000 ($10.00 per SPAC Unit) of the net proceeds from the IPO and the sale of the Private Placement Units and Sponsor Loan was placed in the Trust Account. As of the Record Date, funds in the Trust Account totaled approximately $90,913,727 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) our completion of an initial business combination, and then only in connection with those Public Shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our SPAC Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of our Public Shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein.

In connection with the Closing, the funds deposited in the Trust Account will be released to pay Public Shareholders who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of PubCo following the Business Combination. See the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Proposed Transaction”.

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Q. Did the SPAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A. Yes. On October 13, 2025, the SPAC Board received an oral opinion from Newbridge (which was subsequently confirmed in a written opinion) to the effect that, as of such date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Newbridge in preparing its opinion, (i) the Initial Merger Consideration to be paid by SPAC in the Merger pursuant to the Business Combination Agreement is fair, from a financial point of view to the SPAC Unaffiliated Shareholders, and (ii) the Transaction has an aggregate fair market value of at least 80.0% of the value of the assets held by SPAC in its Trust Account (excluding deferred underwriting fees and taxes payable on income earned on the Trust Account) at the time the Business Combination Agreement was signed, as more fully described in the subsection “The Business Combination — Opinion of SPAC’s Financial Advisor.” A copy of Newbridge’s opinion is attached hereto as Annex M.

Q. What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A. Our Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is reduced as a result of redemptions by Public Shareholders.

In the event of significant redemptions, with fewer Public Shares and SPAC Public Shareholders, the trading market for PubCo Ordinary Shares may be less liquid than the market for SPAC Class A Shares was prior to the Business Combination, and PubCo may not be able to meet the listing standards for Nasdaq or another national securities exchange.

In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into PubCo’s business will be reduced and PubCo may not be able to achieve its business plans.

The table below presents the Trust Account value per share to a Public Shareholder that elects not to redeem its shares across a range of varying redemption scenarios. This Trust Account value per share includes the per share cost of the deferred underwriting commission of $3,450,000.

		As of June 30, 2026
Trust Account Value		$	90,913,727
Total Public Shares			8,625,000
Trust Account Value per Public Share		$	10.54

		No Redemptions			25% Redemptions			50% Redemptions			75% Redemptions			Maximum Redemptions
Redemptions ($)			—		$	22,728,432		$	45,456,864		$	68,185,295		$	90,913,727
Redemptions (Shares)			—			2,156,250			4,312,500			6,468,750			8,625,000
Deferred Fee(1)		$	3,450,000		$	3,450,000		$	3,450,000		$	3,450,000		$	—
Cash left in the Trust Account post redemptions less Deferred Fee		$	87,463,727		$	64,735,295		$	42,006,864		$	19,278,432		$	—
Public Shares post redemptions			8,625,000			6,468,750			4,312,500			2,156,250			—
Remaining Trust Proceeds Per Public Share		$	10.14		$	10.01		$	9.74		$	8.94			N/A

____________

(1) Pursuant to the terms of the Underwriting Agreement, dated February 12, 2025, by and among SPAC, Cohen and Seaport, the Deferred Fee will be paid solely from amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of a Business Combination. As such, no Deferred Fee will paid in the Maximum Redemptions Scenario.

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Furthermore, to the extent that Public Shareholders redeem their Public Shares in connection with the Business Combination, their Public Rights will remain issued and outstanding notwithstanding the redemption of their Public Shares. The Prior Sponsor and the Representatives hold an aggregate of 265,625 Private Placement Rights. Following the consummation of the Business Combination, all of the SPAC Rights will become PubCo Shares.

For information on the relative ownership levels of holders of PubCo equity securities following the Business Combination under varying redemption scenarios and the fully diluted relative ownership levels of holders of PubCo equity securities following the Business Combination under varying redemption scenarios, see the question entitled “What equity stake will current SPAC Shareholders and the GOWell Shareholder hold in PubCo immediately after the consummation of the Business Combination?”

Q. What underwriting fees are payable in connection with the Business Combination?

A. Pursuant to that certain Underwriting Agreement by and among SPAC, Cohen and Seaport, as representatives of the several underwriters of the IPO, dated February 12, 2025 (as it may be amended from time to time, the “Underwriting Agreement”), SPAC agreed to pay to the Representatives an aggregate cash amount of $3,450,000 as deferred underwriting commissions (the “Deferred Fee”) upon the consummation of an initial business combination. The Deferred Fee will be paid solely from amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of the Business Combination.

The following table illustrates the effective underwriting discount on a percentage basis of the amount of cash in the Trust Account (as of June 30, 2026) available to PubCo at each redemption level identified below and includes: (i) the cash underwriting fee that was paid in connection with the SPAC IPO and (ii) the payment of the Deferred Fee payable upon the consummation of the Business Combination:

		No Redemption Scenario(1)				25% Redemption Scenario(1)(2)				50% Redemption Scenario(1)(3)				75% Redemption Scenario(1)(4)				Maximum Redemption Scenario(1)(5)
Unredeemed Public Shares			8,625,000				6,468,750				4,312,500				2,156,250				—
Trust Account cash to PubCo(6)		$	90,913,727			$	68,185,295			$	45,456,864			$	22,728,432			$	—
Upfront Underwriting Fee		$	2,156,250			$	2,156,250			$	2,156,250			$	2,156,250			$	2,156,250
Deferred Fee(7)		$	3,450,000			$	3,450,000			$	3,450,000			$	3,450,000			$	—
Total Underwriting Fee		$	5,606,250			$	5,606,250			$	5,606,250			$	5,606,250			$	2,156,250
Total Underwriting Fee, as percentage of Trust Account cash to PubCo			6.2	%			8.2	%			12.3	%			24.7	%			N/A

____________

(1) Share numbers presented under each redemption scenario are presented for illustrative purposes. SPAC and GOWell cannot predict how many Public Shares will be redeemed. As a result, the Trust Account cash to PubCo and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. Amounts are based on 8,625,000 Public Shares outstanding as of the date of this proxy statement/prospectus.

(2) This scenario assumes that 2,156,250 Public Shares or 25% of the Public Shares outstanding as of the date of this proxy statement/prospectus, are redeemed for an aggregate of approximately $22.7 million (based on the Trust Account balance as of June 30, 2026).

(3) This scenario assumes that 4,312,500 Public Shares or 50% of the Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate of approximately $45.5 million (based on the Trust Account balance as of June 30, 2026).

(4) This scenario assumes that 6,468,750 Public Shares or 75% of the Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate of approximately $68.2 million (based on the Trust Account balance as of June 30, 2026).

(5) This scenario assumes that 8,625,000 Public Shares or 100% of the Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate of approximately $90.9 million (based on the Trust Account balance as of June 30, 2026).

(6) Based on the Trust Account balance as of June 30, 2026.

(7) Pursuant to the terms of the Underwriting Agreement, the Deferred Fee will be paid solely from amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of a Business Combination. As such, no Deferred Fee will paid in the Maximum Redemptions Scenario.

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Q. What conditions must be satisfied to complete the Business Combination?

A. The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) this registration statement having been declared effective in accordance with the Securities Act, no stop order suspending the effectiveness of this registration statement being in effect, and no proceedings for purposes of suspending the effectiveness of this registration statement having been initiated or threatened in writing by the SEC; (ii) Company Shareholder Approval and SPAC Shareholder Approval having been obtained; (iii) the PubCo Ordinary Shares having been conditionally approved for listing on Nasdaq or any other major U.S. national securities exchange, subject only to official notice thereof; (iv) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties to the Business Combination Agreement; (v) the absence of any Material Adverse Effect with respect to each of SPAC and GOWell; (vi) certain indebtedness of GOWell having been discharged in full; and (vii) the Closing Proceeds being equal to or exceeding $50,000,000 at any time on or prior to Closing. Conditions (i) through (iii) and (vii) above are for the benefit of all parties to the Business Combination Agreement and subject to waiver by GOWell and SPAC, conditions (iv) and (v) above are for the benefit of each of SPAC and GOWell, as applicable, and subject to waiver by such party individually, and condition (vi) is for the benefit of SPAC and subject to waiver by SPAC

We cannot assure you as to whether these conditions will be satisfied or waived. For more information about conditions to the consummation of the Business Combination, see the section of this proxy statement/prospectus entitled “Business Combination Agreement”.

Q. When do you expect the Business Combination to be completed?

A. It is currently expected that the Business Combination will be consummated by the third quarter of 2026. This date depends, among other things, on the approval of the proposals to be put to SPAC Shareholders at the EGM. However, such meeting could be adjourned if the Adjournment Proposal is adopted by SPAC’s shareholders at the EGM and SPAC elects to adjourn the EGM to a later date or dates, if necessary or convenient, in the event SPAC has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters. For a description of the conditions for the completion of the Business Combination, see “Business Combination Agreement” of this proxy statement/prospectus.

Q. What happens if the Business Combination is not consummated?

A. If SPAC is not able to complete the Business Combination with GOWell by August 14, 2026 and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the SPAC Articles, SPAC will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the SPAC Rights may be worthless.

On July 20, 2026, SPAC filed a definitive proxy statement seeking shareholder approval of an amendment to the SPAC Articles to extend the combination window from August 14, 2026 to August 31, 2026, and permit the SPAC Board to further extend such date up to four times in one month increments, to up to December 31, 2026. The holders of Public Shares will have the right to redeem their Public Shares in connection with such extension. Further information about such proposed extension is provided in the definitive proxy statement filed by SPAC with the SEC.

Q. Following the Business Combination, will PubCo’s securities trade on a stock exchange?

A.     PubCo has applied to list the PubCo Ordinary Shares on Nasdaq under the proposed symbol “GOW”, upon the Closing. Pursuant to the terms of the Business Combination Agreement, as a closing condition (subject to certain exceptions), the PubCo Ordinary shares must have been conditionally approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. It is important for you to know that, at the time of our EGM, we may not have received from Nasdaq either confirmation of the listing of the PubCo Ordinary Shares or that approval will be obtained prior

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to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the PubCo securities would not be listed on any nationally recognized securities exchange.

Q. Do I have appraisal rights in connection with the Business Combination?

A. The Cayman Companies Act prescribes when shareholder appraisal or dissenters’ rights will be available and sets limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise Redemption Rights, as set out herein. For more information, see the section of this proxy statement/prospectus entitled “Proposal No. 2 — The Merger Proposal — Appraisal Rights under the Cayman Companies Act.”

Q. What do I need to do now?

A. SPAC urges you to read this proxy statement/prospectus, including the annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or rights holder. SPAC’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q. How do I vote?

A. If you are a holder of record of SPAC Ordinary Shares on the Record Date for the EGM, you may vote in person (including virtually) at the EGM or by submitting a proxy for the EGM. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name”, which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the EGM and vote in person, obtain a valid proxy from your broker, bank or nominee.

Q. If my shares are held in “street name”, will my broker, bank or nominee automatically vote my shares for me?

A. No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name”. If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote”. Broker non-votes are considered present for the purposes of establishing a quorum, but will not count as votes cast at the EGM, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

Q. When and where will the EGM be held?

A. The EGM will be held virtually at 10:00 a.m., Eastern Time, on September 3, 2026. The EGM will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/inflectionpointacquisitionv/bc2026. For the purposes of Cayman Islands law and the SPAC Articles, the physical location of the EGM will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020.

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Q. Who is entitled to vote at the EGM?

A. SPAC has fixed June 30, 2026 as the Record Date for the EGM. If you were a SPAC Shareholder at the close of business on the Record Date, you are entitled to vote on matters that come before the EGM. However, a shareholder may only vote his or her shares if he or she is present in person (including virtually) or is represented by proxy at the EGM.

Q. How many votes do I have?

A. SPAC Shareholders are entitled to one vote at the EGM for each SPAC Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the EGM, there were 11,909,375 SPAC Ordinary Shares issued and outstanding, of which 8,625,000 were issued and outstanding Public Shares.

Q. What constitutes a quorum?

A. A quorum of SPAC Shareholders is necessary to hold a valid meeting. A quorum will be present at the EGM if the holders of one-third of the issued and outstanding SPAC Ordinary Shares entitled to vote at the EGM are represented in person (including virtually) or by proxy. As of the Record Date for the EGM, 3,969,793 SPAC Ordinary Shares would be required to achieve a quorum.

Q. What vote is required to approve each proposal at the EGM?

A. The Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Business Combination Proposal is conditioned on the approval of the Merger Proposal. Therefore, if the Merger Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

Merger Proposal — The approval of the Merger Proposal requires a special resolution under the Cayman Companies Act, being the affirmative vote (in person (including virtually) or by proxy) of holders of at least two-thirds of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Merger Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Merger Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares entitled to vote and are voted at the EGM. The Advisory Organizational Documents Proposals are conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposals are not approved, the Advisory Organizational Documents Proposals will have no effect, even if approved by holders of SPAC Ordinary Shares.

Incentive Plan Proposal — The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Incentive Plan Proposal is conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if each of the Business Combination Proposal and Merger Proposal are not approved, the Incentive Plan Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Adjournment Proposal is not conditioned upon any other proposal.

Each of the Sponsor and Representatives have agreed to vote all the Founder Shares and any Public Shares it may hold in favor of all the proposals being presented at the EGM. As of the Record Date, the Prior Sponsor, the New Sponsor and the Representatives owned approximately 18.1%, 8.3% and 1.2%, respectively, of the issued and outstanding SPAC Ordinary Shares. See the section of this proxy statement/prospectus entitled “Questions and Answers About the Business Combination — How do the Sponsors intend to vote their SPAC Ordinary Shares?”.

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The Business Combination was not structured to require the approval of at least a majority of SPAC’s unaffiliated shareholders because such a vote is not required under Cayman Islands law.

Q. What are the recommendations of the SPAC Board?

A. The SPAC Board believes that the Business Combination Proposal and the other proposals to be presented at the EGM are advisable and in the best interest of the SPAC Shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the EGM.

The SPAC Board, after careful consideration, determined that the Business Combination is advisable and in the best interests of SPAC and its Shareholders, and approved, among other things, the Business Combination Agreement, the Business Combination and the other agreements and transactions contemplated thereby. See the subsection entitled “The Extraordinary General Meeting — Recommendation of the Board” for more information.

For a description of the SPAC Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the SPAC Board, see the subsection entitled “The Business Combination — The SPAC Board’s Reasons for the Approval of the Business Combination.”

When you consider the recommendation of the SPAC Board in favor of approval of these proposals, you should keep in mind that the Sponsors and SPAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of unaffiliated SPAC Shareholders. Please see the subsection entitled “The Business Combination — Interests of Certain SPAC Persons in the Business Combination.”

Q. How do the Sponsors intend to vote their SPAC Ordinary Shares?

A. Each of the Prior Sponsor and the New Sponsor has agreed to vote all the Founder Shares and any Public Shares it may hold in favor of all the proposals being presented at the EGM. As of the Record Date, the New Sponsor owned 990,000 Founder Shares, representing approximately 8.3% of the issued and outstanding SPAC Ordinary Shares, and the Prior Sponsor owned 2,153,750 SPAC Class A Shares, representing approximately 18.1% of the issued and outstanding SPAC Ordinary Shares, which consist of 2,028,750 Retained Shares and 125,000 SPAC Class A Shares included in the Private Placement Units (but not including the SPAC Class A Shares underlying the SPAC Rights included in such Private Placement Units). The Business Combination was not structured to require the approval of at least a majority of SPAC’s unaffiliated shareholders because such a vote is not required under Cayman Islands law. To the extent that either Sponsor or our executive officers or directors purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.

The existence of financial and personal interests of one or more of SPAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is advisable and in the best interests of SPAC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, SPAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination — Interests of Certain SPAC Persons in the Business Combination”.

Q. Who are the Sponsors?

A. Maywood Sponsor LLC, a Delaware limited liability company, was formed prior to the IPO for the purpose of acting as the sponsor of SPAC. Other than its investment in SPAC and its work on behalf of SPAC, the Prior Sponsor is not engaged in any business. The Prior Sponsor made an initial investment in the SPAC of $25,000 on June 1, 2024, to cover certain pre-IPO expenses, in exchange for 8,050,000 Founder Shares. On December 19, 2024, the Prior Sponsor forfeited an aggregate of 5,031,250 Founder Shares for no consideration, resulting in there being an aggregate of 3,018,750 Founder Shares outstanding. The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 8,625,000 SPAC Class A Shares if the Representatives’ over-allotment option was exercised in full, and therefore that such Founder Shares would represent approximately 26% of the issued and outstanding SPAC Ordinary Shares after the IPO.

On September 9, 2025, the Prior Sponsor entered into the Securities Transfer Agreement with Inflection Point Fund I LP, a Delaware limited partnership, pursuant to which the Prior Sponsor sold to the New Sponsor 990,000 of the SPAC Class B Shares held by it, assigned its rights and obligations under the Sponsor Loan

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to the New Sponsor, and certain management and board of director changes were effected. The Prior Sponsor entered into the Sponsor Transaction because the New Sponsor and Inflection Point team brought with them a successful track record of prior de-SPAC transactions (explained in more detail below) and a non-binding letter of intent with GOWell, which the Prior Sponsor team believed was a compelling target business. The Sponsor Transaction allowed the Prior Sponsor to retain a passive investment in SPAC, while avoiding the time, expense and opportunity cost associated with finding and negotiating a business combination.

Following the Sponsor Transaction, the Prior Sponsor has had no ongoing involvement with the SPAC. It is a passive holder of Founder Shares and Private Placement Units. It has no right to participate and did not participate in the decision to pursue the Business Combination with GOWell. Of the prior management team of SPAC, only Zikang Wu has retained his membership on the current management of SPAC and the SPAC Board. Mr. Wu does not control, directly or indirectly, the Prior Sponsor and he does not represent the Prior Sponsor’s interests on the SPAC Board. As such, aside from Mr. Wu, other members of the prior management team did not have the right to participate nor did they participate in the decision to pursue the Business Combination with GOWell or the approval of the Business Combination.

The New Sponsor is Inflection Point Fund I, LP. The business of the New Sponsor is investing in securities. Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of the New Sponsor. As a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, voting and dispositive power over securities beneficially owned by the New Sponsor are vested in an investment committee of three members, including Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, Kevin Shannon, the Chief Operating Officer of SPAC, and a third individual who does not have, and has not had during the past three years, any relationship with SPAC or any of its predecessors or affiliates. Mr. Blitzer owns approximately 36% of the economic rights attributable to the assets of the New Sponsor. A family foundation not affiliated with SPAC or with SPAC’s management team owns approximately 25% of the economic rights attributable to the assets of the New Sponsor, as a passive investment in the New Sponsor with no rights to control, direct, or participate in the management of the New Sponsor. No person other than Mr. Blitzer has a direct or indirect material interest in the New Sponsor. Other than SPAC’s management team, none of the members of the New Sponsor participate in the SPAC’s activities.

Mr. Blitzer and the Inflection Point team have sponsored four prior special purpose acquisition companies, which are summarized below.

An affiliate of the New Sponsor founded Inflection Point Acquisition Corp. (“IPAX”), a special purpose acquisition company formed for substantially similar purposes as the SPAC. IPAX completed its initial public offering in September 2021, in which it sold 32,975,000 units, each consisting of one share of IPAX common stock and one-half of one warrant to purchase one share of IPAX common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $329,750,000. On September 16, 2022, IPAX announced its business combination with Intuitive Machines (“LUNR”), a diversified space exploration, infrastructure, and services company with marquee contracts supporting NASA’s $93 billion Artemis program. Prior to the extraordinary general meeting of IPAX shareholders to approve the business combination with LUNR, holders of 27,481,818 of IPAX Class A ordinary shares, or 83.34% of the outstanding IPAX Class A ordinary shares and 89.37% of the outstanding IPAX Class A ordinary shares not held by affiliates of IPAX, exercised their right to redeem those shares for cash at a price of approximately $10.1843 per share, for an aggregate of $279,884,313.81. The transaction with LUNR closed on February 13, 2023, and began trading on Nasdaq on February 14, 2023 under the ticker “LUNR.”

In March 2023, Mr. Blitzer and Mr. Shannon founded Inflection Point Acquisition Corp. II, a special purpose acquisition company formed for substantially similar purposes as the SPAC. IPXX completed its initial public offering in May 2023, in which it sold 25,000,000 units, each consisting of one Class A ordinary share of IPXX and one-half of one warrant to purchase one share of IPXX common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $250,000,000. On August 21, 2024, IPXX entered into a business combination with USA Rare Earth, LLC (“USARE”), a company whose mission is to establish a vertically integrated, domestic rare earth magnet supply chain that supports the future state of energy, mobility, and national security in the United States. USARE is developing a NdFeB magnet manufacturing plant in the United States, and establishing domestic rare earth and critical minerals supply, extraction, and processing capabilities to supply its magnet manufacturing plant and market surplus materials to third-parties. IPXX held

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a vote on November 18, 2024 to extend the date by which IPXX must complete an initial business combination from November 30, 2024 to August 21, 2025. In connection with such extension, holders of 22,794,651 Class A ordinary shares of IPXX, or 91.18% of the outstanding IPXX public shares, exercised their right to redeem those shares for cash at a price of approximately $10.83 per share, for an aggregate of $246.9 million. Prior to the extraordinary general meeting of IPXX shareholders to approve the business combination with USARE, holders of 128,140 IPXX Class A ordinary shares, or 5.8% of the outstanding IPAX Class A ordinary shares, exercised their right to redeem those shares for cash at a price of approximately $11.00 per share, for an aggregate of $1,409,139.27. The transaction with USARE closed on March 13, 2025 and began trading on March 14, 2025 under the ticker “USAR.”

In January 2024, Mr. Blitzer and Mr. Shannon founded Inflection Point Acquisition Corp. III, a blank check company formed for substantially similar purposes as the SPAC. IPCX completed its initial public offering in April 2025, in which it sold 25,300,000 units, each consisting of one Class A ordinary share of IPCX and one right to receive one-tenth of one Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $253,000,000. On August 25, 2025, IPCX announced its business combination with A1R WATER, a global leader in atmospheric water generation. The transaction is expected to close in 2026.

In November 2024, Inflection Point Acquisition Corp. IV (formerly known as Bleichroeder Acquisition Corp. I, “IPDX”), a blank check company formed for substantially similar purposes as the SPAC and managed by the New Sponsor, completed its initial public offering, in which it sold 25,000,000 units, each consisting of one Class A ordinary share of IPDX and one right to receive one-tenth of one Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $250,000,0000. On August 14, 2025, IPDX announced its business combination with Merlin Labs, Inc. (“Merlin Labs”), a leading developer of assured, autonomous flight technology for defense customers. Prior to the extraordinary general meeting of IPDX shareholders to approve the business combination with Merlin Labs, holders of 22,550,551 IPDX Class A ordinary shares, or approximately 90.2% of the outstanding IPDX Class A ordinary shares, exercised their right to redeem those shares for cash at a price of approximately $10.56 per share, for an aggregate of approximately $238.1 million. The transaction with Merlin Labs closed on March 16, 2026 and the combined company’s securities began trading on March 17, 2026 under the ticker “MRLN.”

In September 2025, Mr. Blitzer and Mr. Shannon founded Inflection Point Acquisition Corp. VI (“IPFX”), a special purpose acquisition company formed for substantially similar purposes as the SPAC. IPFX completed its initial public offering in March 2026, in which it sold 25,300,000 units, each consisting of one IPFX Class A ordinary share and one-third of one warrant to purchase one IPFX Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $253,000,000. On June 8, 2026, IPFX announced that it had entered into a definitive business combination agreement with Quantum Space, LLC, a company building the next generation of advanced maneuverable spacecraft to disrupt the orbital economy.

On June 26, 2026, Columbus Circle Capital Corp II, which will be renamed “Inflection Point Acquisition Corp. VII” (“IPGX”) announced that it had entered into a definitive business combination agreement with Elroy Air, Inc., a leading U.S.-based technology developer of autonomous heavy-cargo drones for defense, rapid response and commercial logistics. In connection with such business combination, the sponsor of IPGX partnered with the Inflection Point team and agreed to, among other things, rename the company “Inflection Point Acquisition Corp. VII”, appoint Michael Blitzer as chairman of the board of directors and Kevin Shannon as Chief Executive Officer, and reallocate membership interests in the sponsor entity corresponding to 4,022,173 shares of IPVII.

Past performance by our management team, including with respect to IPAX, IPXX, IPCX, IPDX, IPFX, and IPGX, is not a guarantee of success with respect to the Business Combination with GOWell. You should not rely on the historical record of the performance of our management team or businesses associated with them, including IPAX, IPXX, IPCX, IPDX, IPFX, and IPGX, as indicative of the future performance of an investment in the SPAC or PubCo or the returns we will, or are likely to, generate going forward.

For information about conflicts of interest with respect to the Sponsors, see “The Business Combination — Interests of Certain SPAC Persons in the Business Combination”. For information about the compensation of the Sponsors and our officers and directors, see “Information About the SPAC — Executive and Director Compensation”. For information about the securities owned by each Sponsor, including transfer restrictions and required forfeitures, see “Beneficial Ownership of Securities” and “Certain Relationships and Related Party Transactions”.

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Q. Do the Sponsors and SPAC’s directors and officers have interests in the Business Combination that differ from or are in addition to the interests of SPAC’s shareholders generally?

A. Yes. Each of the Sponsors and SPAC’s officers and directors have interests in the Business Combination that are different from, or in addition to, the interests of SPAC’s shareholders generally. The SPAC Board was aware of and considered these interests, among other matters, in approving the Business Combination Agreement and the Business Combination, and in determining to recommend that SPAC’s shareholders vote in favor of the Business Combination Agreement and the Business Combination. See the section of this proxy statement/prospectus entitled “The Business Combination — Interests of Certain SPAC Persons in the Business Combination” for more information.

Q: Do the GOWell directors and officers have interests in the Business Combination that differ from or are in addition to the interests of SPAC’s shareholders generally?

A: Yes. GOWell’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of SPAC Shareholders generally. These interests may create potential conflicts of interest because GOWell’s directors and officers may have incentives to complete the Business Combination that differ from, or are in addition to, the interests of SPAC’s unaffiliated public shareholders. For example, the receipt of transaction-related bonus compensation, equity awards and continued employment following the Closing may provide incentives for GOWell management to support and pursue the consummation of the Business Combination even if the terms of the Business Combination are not viewed as favorable by SPAC’s unaffiliated public shareholders. The GOWell Board was aware of and considered these interests, among other matters, in approving the Business Combination Agreement and the Business Combination, and in determining to recommend that GOWell’s shareholders vote in favor of the Business Combination Agreement and the Business Combination. These interests include, among other things, the interests listed below:

• in connection with and upon the closing of the Business Combination, certain executive officers and directors of GOWell will receive aggregate bonus awards of $950,000 in recognition of their services in facilitating the consummation of the Business Combination Agreement. These bonus awards are contingent upon and payable only upon the consummation of the Business Combination, which means that GOWell’s executive officers have a direct personal financial incentive to close the transaction. This incentive may not be aligned with the interests of unaffiliated SPAC shareholders;

• upon the consummation of the Business Combination, Mr. Guillaume Borrel, the chief executive officer of GOWell, will be granted restricted shares equal to 1.29% of the Company Consideration Shares, representing 368,571 to 387,000 PubCo Ordinary Shares, calculated based on the Redemption Price range of $10.50 to $10.00. The restricted shares are subject to a five-year vesting schedule, contingent upon Mr. Borrel’s continued employment and the achievement of certain annual performance targets. The restricted shares are subject to transfer restrictions prior to vesting and are not subject to any lock-up restrictions following each vesting tranche. The restricted shares are subject to customary clawback and forfeiture provisions in the event of termination for cause, voluntary resignation prior to the end of the term, or other specified misconduct. The equity awards to be granted to Mr. Borrel are contingent upon the consummation of the Business Combination and therefore will not be received if the Business Combination is not completed. This may further incentivize him to support the completion of the Business Combination;

• GOWell’s management team and board are expected to continue to hold their respective positions with PubCo upon the Closing and will receive such compensation and benefits as determined by the PubCo Board from time to time. The GOWell management team and board will also benefit from directors’ and officers’ insurance and indemnification agreements with PubCo. The cost of such directors’ and officers’ insurance and indemnification arrangements will be borne by the post-Business Combination company and, indirectly, by all of PubCo’s shareholders, including unaffiliated SPAC shareholders, while the direct benefit of such arrangements accrues solely to GOWell’s directors and officers; and

• after the Closing, it is expected that the GOWell Shareholder will hold between 53.2% and 63.4% of the outstanding PubCo Ordinary Shares, depending on the level of Redemptions, including the PubCo Ordinary Shares issuable upon conversion of the PubCo Preferred Shares issued pursuant to the PIPE Investments, and excluding (i) the Earnout Shares, (ii) the PubCo Warrants, (iii) the PubCo Ordinary Shares underlying the PubCo Warrants, and (iv) the PubCo Ordinary Shares issuable under the PubCo Incentive Plan. This level of ownership will give the GOWell Shareholder the ability to control the outcome of virtually all

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matters submitted to PubCo’s shareholders for approval, including the election and removal of directors, approval of significant corporate transactions, and amendments to PubCo’s governing documents, subject to certain limitations described elsewhere in this proxy statement/prospectus.

Please read the section of this proxy statement/prospectus entitled “Management of PubCo After the Business Combination”.

Q: Are there material differences between my rights as a SPAC Shareholder and my rights as a PubCo shareholder?

A: Yes, there are certain material differences between your rights as a SPAC Shareholder and your rights as a PubCo shareholder. Please read the sections entitled “Description of PubCo Securities” and “Comparison of Shareholder Rights.”

Q: Do the Sponsors and SPAC’s officers and directors expect to purchase Public Shares from Public Shareholders or take other actions to incentivize non-redemption?

A: At any time prior to the EGM, during a period when they are not then aware of any material nonpublic information regarding the SPAC or its securities, the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates may purchase Public Shares or Public Rights in privately negotiated transactions or in the open market, or take other actions to incentivize non-redemption, although they are under no obligation to do so. There is no limit on the number of Public Shares or Public Rights that such persons may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Rights in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of SPAC securities, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

The purpose of any such transactions could be to (1) increase the likelihood of obtaining the SPAC Shareholder Approval of the Business Combination, (2) reduce the amount of Redemptions, or (3) reduce the number of Public Rights outstanding. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

In the event the Sponsors or the SPACs directors, managers, officers, advisors and their affiliates were to purchase Public Shares from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. To the extent that the Sponsors and the SPAC’s officers and directors or their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination. See “The Business Combination — Potential Purchases of Public Shares” for more information.

Q: How will PubCo be managed and governed following the Business Combination?

A: Upon consummation of the Business Combination, PubCo will be governed by the PubCo A&R Articles, which will be substantially in the form set forth in Annex C to this proxy statement/prospectus. The PubCo Board will be responsible for guiding PubCo’s business and affairs and overseeing management. PubCo’s management team will be derived from GOWell’s existing employees and members of management, who will be responsible for the execution of the combined business’ strategy. Please see the section entitled “Management of PubCo After the Business Combination” for more information.

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Q. What happens if I sell my SPAC Ordinary Shares before the EGM?

A. The Record Date for the EGM is earlier than the date of the EGM and earlier than the date that the Business Combination is expected to be completed. If you transfer your Public Shares after the Record Date, but before the EGM, unless you grant a proxy to the transferee, you will retain your right to vote at the EGM but the transferee, and not you, will have the ability to redeem such shares, so long as such transferee takes the required steps to elect to redeem such shares at least two business days prior to scheduled date of the EGM.

Q. How can I vote my shares without attending the EGM?

A. If you are a shareholder of record of our SPAC Ordinary Shares as of the close of business on the Record Date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card or at the EGM. Please note that if you are a beneficial owner of SPAC Ordinary Shares, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting will be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q. May I change my vote after I have mailed my signed proxy card?

A. Yes. Shareholders may send a later-dated, signed proxy card prior to the vote at the EGM (which is scheduled to take place on September 3, 2026) or attend the EGM in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to SPAC’s Chief Executive Officer at the SPAC’s address set forth below, which must be received by SPAC’s Chief Executive Officer prior to the vote at the EGM. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q. What happens if I fail to take any action with respect to the EGM?

A. If you fail to take any action with respect to the EGM and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a shareholder of PubCo. If you fail to take any action with respect to the EGM and the Business Combination is not approved, you will remain a shareholder and/or rights holder of SPAC. However, if you fail to vote with respect to the EGM, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, so long as you take the required steps to elect to redeem your shares at least two business days prior to the initially scheduled date of the EGM pursuant to the procedures described in this proxy statement/prospectus.

Q. What happens if I vote against the Business Combination Proposal?

A. If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the requisite shareholder approval described in this proxy statement/prospectus, then the Business Combination Proposal will be approved and, assuming the approval of the other Condition Precedent Proposals and the satisfaction or waiver of the other conditions to the closing of the Business Combination, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement. If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the requisite vote at the EGM, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination Proposal, we may continue to try to complete a business combination with a different target business until the end of the completion window. If we fail to complete an initial business combination within the completion window, then we will be required to dissolve and liquidate the Trust Account by returning then-remaining funds in the Trust Account to the Public Shareholders.

Q. What should I do with my share certificates, rights certificates or unit certificates?

A. If you intend to redeem your Public Shares, then you must complete the procedures for electing to redeem your Public Shares, including electing to separate your SPAC Units into the underlying Public Shares and Public Rights, if applicable, and the delivery of your Public Shares, in the manner described above prior to 5:00 p.m., Eastern Time, on September 1, 2026 (two business days before the initial scheduled date of the EGM) in order for their Public Shares to be redeemed.

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Public Shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares or SPAC Units.

Promptly upon the consummation of the Business Combination, we will direct registered holders of the SPAC Rights to return their SPAC Rights to Continental, our Rights Agent. Upon receipt of the SPAC Rights, the Rights Agent will issue to the registered holder of such SPAC Right(s) the number of full PubCo Ordinary Shares to which he, she or it is entitled.

Q. What should I do if I receive more than one set of voting materials?

A. Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your SPAC Ordinary Shares.

Q. Who will solicit and pay the cost of soliciting proxies for the EGM?

A. SPAC will pay the cost of soliciting proxies for the EGM. SPAC has engaged Sodali & Co. to assist in the solicitation of proxies for the EGM. SPAC has agreed to pay Sodali & Co. a fee of $17,500, plus disbursements. SPAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of SPAC Class A Shares for their expenses in forwarding soliciting materials to beneficial owners of SPAC Class A Shares and in obtaining voting instructions from those owners. SPAC’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q. Where can I find the voting results of the EGM?

A. The preliminary voting results are expected to be announced at the EGM. SPAC will publish final voting results of the EGM in a Current Report on Form 8-K within four business days after the EGM.

Q. Who can help answer my questions?

A. If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:

Sodali & Co.
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: IPEX.info@investor.sodali.com

You also may obtain additional information about SPAC from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information”. If you are a Public Shareholder and you intend to seek redemption, you will need to deliver the certificates for your Public Shares (if any) along with the redemption forms (either physically or electronically) to Continental, at the address below prior to the EGM. Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on September 1, 2026 (two business days prior to the initial scheduled date of the EGM) in order for their Public Shares to be redeemed. If you have questions regarding the certification of your position or delivery of your share certificates (if any) along with the redemption forms, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30 Floor
New York, New York 10004
Email: spacredemptions@continentalstock.com

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SUMMARY

This summary provides an overview of selected information contained in this proxy statement/prospectus and does not contain all of the information that may be important to you. We encourage you to read carefully this entire proxy statement/prospectus, including the annexes and accompanying financial statements of SPAC and GOWell, to fully understand the proposed Business Combination before voting on the proposals to be considered at the EGM. Please see the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

GOWell

GOWell Technology Limited is a Cayman Islands exempted company incorporated on July 11, 2025. As a Cayman holding company, GOWell conducts its operations through its operating subsidiaries, including its principal operating subsidiary, GOWell Technology Singapore PTE. Ltd., which serves as the Company’s global headquarters, as well as its regional hubs in Houston, Texas and Dubai, UAE, and other subsidiaries in Canada, Norway and the PRC. Following the consummation of the Business Combination, PubCo, with GOWell Technology Limited being its wholly-owned subsidiary, will be a Cayman Islands holding company.

GOWell is a global provider of integrated wireline logging technology and solutions focused on advancing well evaluation, integrity and performance. The Company serves the full energy spectrum, including oil and gas, geothermal, underground storage, and carbon sequestration, across the entire asset lifecycle, from construction and production to rejuvenation and permanent abandonment. As an integrated developer, manufacturer, and service provider, it delivers the equipment, logging data interpretation, and repair and maintenance services that position us to redefine industry standards in formation evaluation, well integrity, and production analysis. The Company’s operations are anchored by a new global headquarters in Singapore, with regional hubs in Dubai, UAE, and Houston, U.S., and twelve additional local offices worldwide. The Company has a global, diverse customer base with long-term relationships with the major oilfield service companies and operators in the energy sector. Since inception in 2007, it has served over 400 enterprise clients (including their branches and offices) and successfully completed more than 10,000 projects worldwide.

The mailing address for GOWell’s principal place of business is located at 1 BULIM LANE 2 #04-51/54, 648110 Singapore, and its telephone number is (713) 909-2555.

SPAC

SPAC is a blank check company incorporated on May 31, 2024 in the Cayman Islands as an exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

On February 14, 2025, SPAC consummated its IPO of 8,625,000 SPAC Units, including 1,125,000 SPAC Units subject to the underwriters’ over-allotment option. Each SPAC Unit consists of one SPAC Class A Share and one SPAC Right, each SPAC Right entitling the holder thereof to receive one-fifth of one SPAC Class A Share upon the completion of SPAC’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000.

Simultaneously with the consummation of the IPO, SPAC consummated a private placement of 265,625 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,656,250. The Private Placement Units were purchased by the Prior Sponsor and Representatives. The Private Placement Units are identical to the Units sold in the IPO, except that they are subject to certain transfer restrictions and the holders have been granted certain registration rights.

The SPAC Articles and the prospectus for its IPO provide that the SPAC initially had 15 months from the closing its IPO (or up to 18 months if a definitive agreement for a business combination is signed within 15 months but not yet consummated) to complete an initial business combination. Because the SPAC entered into a definitive agreement for its initial business combination with GOWell in October 2025, the completion window was automatically extended to 18 months from the closing of the IPO, or August 14, 2026. On July 20, 2026, SPAC filed a definitive proxy statement seeking shareholder approval of an amendment to the SPAC Articles to extend the combination window from August 14, 2026 to August 31, 2026, and permit the SPAC Board to further extend such date up to four times in one month increments, to up to December 31, 2026. The holders of Public Shares will have the right to redeem their Public Shares in connection with such extension.

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The SPAC Class A Shares, SPAC Rights and SPAC Units are listed on the Nasdaq Stock Market LLC under the symbols “IPEX”, “IPEXR and” “IPEXU,” respectively.

SPAC’s principal executive offices are located at 167 Madison Ave, Suite 205 #1017, New York, NY 10016 and its telephone number is (212) 476-6908. The mailing address of SPAC’s registered office is Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

Merger Sub

Merger Sub is a Cayman Islands exempted company and wholly-owned subsidiary of SPAC. Merger Sub was formed solely for the purpose of effecting the Business Combination and has not carried out any activities other than those in connection with the Business Combination.

The address and telephone number for Merger Sub’s principal executive offices are the same as those for SPAC. The mailing address of Merger Sub’s registered office is Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

PubCo

PubCo is a Cayman Islands exempted company incorporated on October 8, 2025. PubCo was formed solely for the purpose of effecting the Business Combination, has not commenced any operations, has liability due to related party but no outstanding commitments.

Following the consummation of the Business Combination, PubCo, with GOWell Technology Limited being its wholly-owned subsidiary, will be a Cayman Islands holding company. Investments in PubCo’s securities are not purchases of equity securities of its operating subsidiaries in the Singapore, UAE, U.S., Canada, Norway, the PRC or the other countries or areas, but instead are purchases of equity securities of a Cayman Islands holding company with no material operations of its own.

The mailing address of PubCo’s registered office is c/o GOWell Technology Limited, 5050 Westway Park Blvd, Ste. 100 Houston, TX 77041 and its telephone number is (713) 909-2555.

The Business Combination

General

Pursuant to the Business Combination Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, the following will occur: (a) at the First Merger, SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company, and (b) Merger Sub will merge with and into GOWell, as a result of which the separate corporate existence of Merger Sub will cease and GOWell will continue as the surviving company and a wholly-owned direct subsidiary of PubCo.

Prior to the First Merger, the following will occur:

(1) each SPAC Unit that is issued and outstanding will be automatically detached and the holder thereof will be deemed to hold one SPAC Class A Share and one SPAC Right;

(2) each SPAC Class B Share that is issued and outstanding will be automatically converted into one SPAC Class A Share; and

(3) each SPAC Right that is issued and outstanding will be automatically exchanged for one-fifth of one SPAC Class A Share, with all fractional shares rounded down.

At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any party or the holders of securities of SPAC or PubCo, after giving effect to the Unit Separation, the SPAC Class B Conversion, and the exchange of the SPAC Rights pursuant to their terms:

(1) SPAC will effect the Redemptions;

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(2) each SPAC Class A Share (including the SPAC Class A Shares issued upon the Unit Separation, SPAC Class B Conversion, and upon exchange of the SPAC Rights, but not including any treasury shares, dissenting shares and Public Shares validly submitted for redemption and not withdrawn), which is issued and outstanding immediately prior to the First Merger Effective Time, will be converted into the right to receive one PubCo Ordinary Share; and

(3) each PubCo Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time, all of which will be standing in the name of the PubCo Sole Shareholder in the register of members of PubCo, will be irrevocably surrendered by the PubCo Sole Shareholder to PubCo for cancellation and for consideration equal to the subscription price (if any) that the PubCo Sole Shareholder paid for such PubCo Ordinary Share.

The Second Merger is intended to occur at least one Business Day after the First Merger. At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any party or the holders of securities of the Company or PubCo:

(1) each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a number of PubCo Ordinary Shares equal to the Exchange Ratio. For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares;

(2) each Company Preferred Share that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a number of PubCo Preferred Shares equal to (i) the Accrued Value, divided by (ii) the Redemption Price;

(3) each Company Warrant that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a PubCo Warrant equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company Articles) attributable to the applicable PIPE Investor’s Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5;

(4) each Company Restricted Share that is outstanding and unvested immediately prior to the Second Merger Effective Time will automatically be assumed and converted into one PubCo Restricted Share on the same terms and conditions as are in effect with respect to each such award of Company Restricted Shares immediately prior to the Second Merger Effective Time; and

(5) each Merger Sub Share is issued and outstanding immediately prior to the Second Merger Effective Time will automatically be converted into and become one validly issued, fully paid and non-assessable ordinary share of the Company.

For more information about the Business Combination, please see the section titled “The Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

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Structure Diagrams

Simplified Pre-Combination Structure

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The First Merger

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The Second Merger

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Simplified Post-Combination Structure

Conditions to Closing of the Business Combination

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) this registration statement having been declared effective in accordance with the Securities Act, no stop order suspending the effectiveness of this registration statement being in effect, and no proceedings for purposes of suspending the effectiveness of this registration statement having been initiated or threatened in writing by the SEC; (ii) Company Shareholder Approval and SPAC Shareholder Approval having been obtained; (iii) the PubCo Ordinary Shares having been conditionally approved for listing on Nasdaq or any other major U.S. national securities exchange, subject only to official notice thereof; (iv) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties to the Business Combination Agreement; (v) the absence of any Material Adverse Effect with respect to each of SPAC and GOWell; (vi) certain indebtedness of GOWell having been discharged in full; and (vii) the Closing Proceeds being equal to or exceeding $50,000,000 at any time on or prior to Closing. Conditions (i) through (iii) and (vii) above are for the benefit of all parties to the Business Combination Agreement and subject to waiver by GOWell and SPAC, conditions (iv) and (v) above are for the benefit of each of SPAC and GOWell, as applicable, and subject to waiver by such party individually, and condition (vi) is for the benefit of SPAC and subject to waiver by SPAC.

Ancillary Documents

SPAC and GOWell have entered into or will enter into certain additional agreements pursuant to the Business Combination Agreement, which are summarized below. For additional information, see “Ancillary Documents.”

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Signing PIPE Subscription Agreement and Closing PIPE Subscription Agreement

In connection with entering into the Business Combination Agreement, on October 13, 2025, GOWell entered into (i) the Signing PIPE Subscription Agreement with New Sponsor, pursuant to which New Sponsor agreed to purchase approximately $20 million of Company Preferred Shares and Company Warrants, which transactions were consummated concurrently with the execution of the Business Combination Agreement, and (ii) the Closing PIPE Subscription Agreement with the Closing PIPE Investor, pursuant to which the investor agreed to purchase approximately $50 million of Company Preferred Shares and Company Warrants, which transactions will be consummated immediately prior to the Second Merger Effective Time. As previously described, pursuant to the Business Combination Agreement, the Company Preferred Shares and the Company Warrants will convert into PubCo Preferred Shares and PubCo Warrants respectively. Each of the Company Preferred Shares (prior to the Closing) and the PubCo Preferred Shares (following the Closing) will accrue dividends daily at the rate of 10% per annum of the Accrued Value (as defined in the PubCo A&R Articles) (if paid in kind), or 8% per annum of the Accrued Value (if paid in cash). Such dividends will compound semi-annually. For more information, see “Ancillary Documents — Subscription Agreements.”

SPAC Holders Support Agreement

In connection with the execution of the Business Combination Agreement, on October 13, 2025, SPAC entered into the SPAC Holders Support Agreement with the Sponsors, Representatives, the Company and PubCo. Pursuant to the SPAC Holders Support Agreement, the Sponsors and Representatives agreed to, among other things, (a) vote any SPAC Ordinary Shares held by such Sponsor or Representative, as applicable, in favor of the Business Combination Agreement and the transactions contemplated thereby, (b) waive its anti-dilution rights under the SPAC Articles, (c) waive its dissenter rights under Section 238 of the Cayman Companies Act and any other similar statute, (d) be bound by certain other covenants and agreements related to the Transactions, and (e) be bound by certain transfer restrictions with respect to the securities owned by such Sponsor or Representative, as applicable, in each case, on the terms and subject to the conditions set forth in the SPAC Holders Support Agreement. The SPAC Holders Support Agreement also provides that each of the Sponsors and Representatives has agreed irrevocably to waive its redemption rights in connection with the consummation of the Transactions with respect to any SPAC Ordinary Shares they may hold. The SPAC Holders Support Agreement expires upon the earlier of the First Merger Effective Time and the termination of the Business Combination Agreement. No consideration has been or will be paid by PubCo, SPAC or GOWell to the Sponsors or Representatives in connection with such agreements. For more information, see “Ancillary Documents — SPAC Holders Support Agreement.”

Company Support Agreement

Concurrently with the execution of the Business Combination Agreement, on October 13, 2025, the GOWell Shareholder entered into the Company Support Agreement with SPAC, GOWell and PubCo, pursuant to which the GOWell Shareholder has agreed to (a) vote the Company Subject Securities in favor of the Business Combination Agreement and the transactions contemplated thereby, (b) be bound by certain other covenants and agreements related to the Transactions, (c) be bound by certain transfer restrictions with respect to the Company Subject Securities and (d) waive its dissenter rights under Section 238 of the Cayman Companies Act and any other similar statute. The Company Support Agreement expires upon the earlier of the Second Merger Effective Time and the termination of the Business Combination Agreement. For more information, see “Ancillary Documents — Company Support Agreement.”

SPAC Lock-Up Agreement

In connection with the Closing, the Sponsors, Representatives and Insiders will enter into the SPAC Lock-Up Agreement providing that each of the Sponsors, Representatives and Insiders will not, subject to certain customary exceptions, transfer (i) the General Lock-Up Securities during the period commencing from the Closing Date until the date that is the earlier of (x) six months after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property or (ii) the Private Placement Lock-Up Securities during the period commencing from the Closing Date until the date that is the earliest of (x) 30 days after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property. While the SPAC and GOWell currently expect that all of the General Lock-Up Securities and Private Placement

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Lock-Up Securities held by the Sponsors, Representatives, and Insiders will be subject to the above-described transfer restrictions, the SPAC and GOWell may mutually determine to exclude from such lock-ups some or all of such securities if deemed necessary or desirable. If SPAC and GOWell waive any such lock-up, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the deadline for submitting redemption requests or the EGM. For more information, see “Ancillary Documents — Lock-Up Agreements.”

Company Shareholder Lock-Up Agreement

In addition, in connection with the closing, PubCo will enter into the Company Shareholder Lock-Up Agreement with the GOWell Shareholder providing that the GOWell Shareholder, as the sole shareholder of the Company Ordinary Shares, will not, subject to certain customary exceptions, transfer any PubCo Ordinary Shares received by the GOWell Shareholder pursuant to the Business Combination Agreement (together with any GOWell Lock-Up Securities) during the period commencing from the date of Closing until the earlier of (i) six months after the Closing or (ii) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction in which all of its shareholders have the right to exchange their shares of common stock for cash, securities or other property. For more information, see “Ancillary Documents — Lock-Up Agreements.”

New Registration Rights Agreement

The Business Combination Agreement contemplates that, at the Closing, PubCo, the GOWell Shareholder, the Sponsors, Representatives, SPAC, the PIPE Investors, and the other parties signatory thereto will enter into the New Registration Rights Agreement, pursuant to which PubCo will, from time to time, register for resale the Registrable Securities. Pursuant to the New Registration Rights Agreement, among other things, PubCo will agree to file Shelf Registration Statement registering the sale or resale of all of the Registrable Securities no later than 30 days after the Closing. Additionally, (x) Holders of at least a majority-in-interest of the then outstanding number of Registrable Securities, (y) the New Sponsor and (z) affiliates of the New Sponsor may make written demands for registration under the Securities Act of all or part of their Registrable Securities, provided that the Registrable Securities are no longer subject to lock-up and at least 12 months have passed since the filing of the Form 10 information (as defined in Rule 144(i)(3) of the Securities Act) with the SEC. Pursuant to the New Registration Rights Agreement, PubCo will also provide customary “piggyback” registration rights, subject to certain requirements and customary conditions. The New Registration Rights Agreement also provides that PubCo will pay certain expenses relating to such registrations and indemnify the shareholders against certain liabilities. The New Registration Rights Agreement will terminate upon the earlier of the tenth (10th) anniversary of the date of the New Registration Rights Agreement, the date as of which no Registrable Securities remain outstanding, and with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. For more information, see “Ancillary Documents — New Registration Rights Agreement.”

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Voting Interests in PubCo After Closing

The following table illustrates estimated voting interests levels in PubCo, immediately following the consummation of the Business Combination, under (1) the No Redemptions Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the Maximum Redemptions Scenario.

		VOTING INTERESTS IN PUBCO
		No Redemptions								25% Redemptions								50% Redemptions								75% Redemptions								Maximum Redemptions
PRO FORMA OWNERSHIP		No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding
Public Shares(1)		8,625,000		18.5	%		11.2	%		6,468,750		14.5	%		8.6	%		4,312,500		10.2	%		5.9	%		2,156,250		5.4	%		3.0	%		—		0.0	%		0.0	%
Public Rights(2)		1,725,000		3.7	%		2.2	%		1,725,000		3.9	%		2.3	%		1,725,000		4.1	%		2.4	%		1,725,000		4.3	%		2.4	%		1,725,000		4.5	%		2.5	%
Founder Shares(3)		990,000		2.1	%		1.3	%		990,000		2.2	%		1.3	%		990,000		2.3	%		1.4	%		990,000		2.5	%		1.4	%		990,000		2.6	%		1.4	%
Retained Shares(4)		2,028,750		4.3	%		2.6	%		2,028,750		4.6	%		2.7	%		2,028,750		4.8	%		2.8	%		2,028,750		5.0	%		2.9	%		2,028,750		5.3	%		3.0	%
Private Placement Units(5)		318,750		0.7	%		0.4	%		318,750		0.7	%		0.4	%		318,750		0.8	%		0.4	%		318,750		0.8	%		0.5	%		318,750		0.8	%		0.5	%
PubCo Restricted Shares(6)		4,481,250		9.6	%		5.8	%		4,481,250		10.1	%		6.0	%		4,481,250		10.6	%		6.1	%		4,481,250		11.1	%		6.3	%		4,481,250		11.8	%		6.5	%
Company Consideration Shares(7)		28,571,430		61.1	%		37.0	%		28,571,430		64.0	%		38.2	%		28,571,430		67.2	%		39.2	%		28,571,430		70.9	%		40.4	%		28,571,430		75.0	%		41.7	%
Total		46,740,180		100.0	%					44,583,930		100.0	%					42,427,680		100.0	%					40,271,430		100.0	%					38,115,180		100.0	%
Potential Sources of Dilution
Earnout Shares(8)		20,000,000					26.0	%		20,000,000					26.5	%		20,000,000					27.4	%		20,000,000					28.3	%		20,000,000					29.2	%
PubCo Preferred Shares(9)		7,058,824					9.1	%		7,058,824					9.4	%		7,058,824					9.7	%		7,058,824					9.9	%		7,058,824					10.2	%
PubCo Warrants(10)		3,431,372					4.4	%		3,431,372					4.6	%		3,431,372					4.7	%		3,431,372					4.9	%		3,431,372					5.0	%
Fully-Diluted Shares		77,230,376					100.0	%		75,074,126					100.0	%		72,917,876					100.0	%		70,761,626					100.0	%		68,605,376					100.0	%

____________

(1) Represents the unredeemed Public Shares in a variety of redemption scenarios. Assumes the redemption of (i) 0 Public Shares in the No Redemptions Scenario, (ii) 2,156,250 Public Shares in the 25% Redemptions Scenario, (iii) 4,312,500 Public Shares in the 50% Redemptions Scenario, (iv) 6,468,750 Public Shares in the 75% Redemptions Scenario, and (v) all 8,625,00 Public Shares in the Maximum Redemptions Scenario, representing the redemption of 100% of the Public Shares.

(2) Represents the conversion of 8,625,000 Public Rights into 1,725,000 SPAC Class A Shares, with all fractional shares rounded down. Following the exchange of the Public Rights, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(3) Represents the SPAC Class B Shares held by the New Sponsor. Prior to the First Merger Effective Time, each SPAC Class B Share that is issued and outstanding at such time shall be automatically converted into one SPAC Class A Share. Following the SPAC Class B Conversion, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(4) Represents the SPAC Class A Shares retained by Prior Sponsor following the Sponsor Transaction. At the SPAC Merger Effective Time, each whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share.

(5) Prior Sponsor and Representatives purchased 125,000 and 140,625 Private Placement Units, respectively, in a private placement that closed simultaneously with the IPO. Prior to the SPAC Merger Effective Time, the Unit Separation will occur, whereby each SPAC Unit that is issued and outstanding at such time shall be automatically detached into one SPAC Class A Share and one SPAC Right. Then, each SPAC Right will be exchanged for one-fifth of one SPAC Class A Share, with all fractional shares rounded down. Following the Unit Separation and the exchange of the Public Rights, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(6) Reflects the 4,481,250 PubCo Restricted Shares to be issued to officers and directors of SPAC as the Closing pursuant to the terms of the Business Combination Agreement.

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(7) The GOWell Shareholder holds 100% of all outstanding Company Ordinary Shares as of the date of this proxy statement/prospectus. At the Second Merger Effective Time, each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Ordinary Shares equal to (i) that number of PubCo Ordinary Shares determined by dividing (x) $300,000,000 by (y) the Redemption Price; divided by (ii) the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time. For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares.

(8) Assumes that PubCo issues the maximum number of Earnout Shares to the GOWell Shareholder and New Sponsor under the Business Combination Agreement due to PubCo and its subsidiaries achieving the 2026 EBITDA Target, 2027 EBITDA Target and 2028 EBITDA Target. The allocation of such Earnout Shares among the GOWell Shareholder and New Sponsor, or their respective designees and assigns, will be mutually determined.

(9) Represents PubCo Ordinary Shares underlying PubCo Preferred Shares. At the Second Merger Effective Time, the Company Preferred Shares will be converted into the right to receive a number of PubCo Preferred Shares equal to (i) the Accrued Value, divided by (ii) the Redemption Price. For illustrative purposes, the Accrued Value is estimated to be $84,705,882 and the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026), resulting in the issuance of 8,067,227 PubCo Preferred Shares. Further assumes the conversion in full of all PubCo Preferred Shares, pursuant to their terms, into an aggregate of 7,058,824 PubCo Ordinary Shares.

(10) Represents PubCo Ordinary Shares underlying PubCo Warrants. At the Second Merger Effective Time, the Company Warrants will be converted into the right to receive PubCo Warrants exercisable for a number of PubCo Ordinary Shares equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company Articles) attributable to the applicable PIPE Investor’s Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5; For illustrative purposes, assumes the exercise of all such PubCo Warrants for cash at a cash exercise price of $12.00.

Share ownership presented in the table above is only presented for illustrative purposes and does not necessarily reflect what PubCo’s share ownership will be after the Closing. SPAC and GOWell cannot predict how many of the Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above, and therefore the ownership percentages of Public Shareholders may also differ if the actual redemptions are different from these assumptions. The Public Shareholders that do not elect to redeem their Public Shares will experience immediate dilution as a result of the Business Combination. The Public Shareholders currently own approximately 72.4% of the issued and outstanding SPAC Ordinary Shares. As noted in the above table, even if no Public Shareholders redeem their Public Shares in the Business Combination, the Public Shareholders’ ownership will decrease from approximately 72.4% of the SPAC Ordinary Shares prior to the Business Combination to owning approximately 18.5% of the total outstanding PubCo Ordinary Shares at the Closing (without giving effect to dilutive securities). As redemptions increase, the overall percentage ownership held by the Sponsors, Representatives, the GOWell Shareholder, and the PIPE Investors will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. The table excludes PubCo Ordinary Shares that will be available for issuance under the PubCo Incentive Plan, as such shares will not be outstanding as of the Closing Date and does not include transaction bonus awards and equity incentives which may be issued to GOWell executives, as the amount, timing, and other terms of such grants have not yet been determined. Additionally, assumes no Working Capital Loans are outstanding and that the Sponsor Loan is repaid in cash in accordance with its terms. For more information about the consideration to be received in the Business Combination, these scenarios, and the underlying assumptions, see “Unaudited Pro Forma Combined Financial Information.” See also “Risk Factors — The SPAC’s shareholders will experience dilution due to the issuance of PubCo Ordinary Shares and securities convertible into PubCo Ordinary Shares in the Business Combination and PIPE Investments.”

Regulatory Matters

The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any federal or state regulatory requirement or approval, except pursuant to U.S. federal securities laws and filings with the Registrar of Companies of the Cayman Islands (“Cayman Registrar”) necessary to effectuate the Mergers, which will be filed on behalf of SPAC, Merger Sub, GOWell, and PubCo, with respect to their respective Mergers, with the Cayman Registrar following the approval of the Business Combination Proposal and the Merger Proposal and satisfaction of all other conditions not waived by the applicable parties under the Business Combination Agreement.

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SPAC’s Board’s Reasons for the Approval of the Business Combination

Before reaching their unanimous decisions that the Business Combination Agreement, each ancillary agreement, and the Transactions are advisable and in the best interests of SPAC and its shareholders, the SPAC Board consulted with the SPAC management team, their respective legal counsel and other advisors. The SPAC Board considered a wide variety of factors in connection with their evaluation of the Business Combination. In light of the complexity of the factors, the SPAC Board, as a whole, did not consider it practicable to, nor did they attempt to, quantify or otherwise assign relative weight to the specific factors they took into account in reaching their decision. Rather, the SPAC Board based their evaluation, negotiation and recommendation of the Business Combination on the totality of the information presented to and considered by them. The SPAC Board considered all of these factors as a whole and, on balance, concluded they supported a favorable determination that the Business Combination Agreement and the Transactions are advisable and in the best interests of SPAC and its shareholders. The SPAC Board evaluated the reasons described below with the assistance of SPAC’s outside advisors. Individual members of the SPAC Board may have given different weight to different factors.

The SPAC Board determined that the Business Combination presented an attractive business opportunity in light of a variety of factors, including but not limited to GOWell’s future business and financial condition and prospects, its market opportunity, unique product offering, experienced management team and attractive valuation. The SPAC Board also reviewed the financial analysis and oral opinion delivered by Newbridge to the SPAC Board on October 13, 2025 (which was subsequently confirmed in writing) to the effect that, as of such date and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Newbridge as set forth in its written opinion, (i) the Initial Merger Consideration to be paid by SPAC in the Merger pursuant to the Business Combination Agreement was fair, from a financial point of view, to the SPAC Unaffiliated Shareholders, and (ii) the Transaction has an aggregate fair market value of at least 80.0% of the value of the assets held by SPAC in its Trust Account (excluding deferred underwriting fees and taxes payable on income earned on the Trust Account) at the time the Business Combination Agreement was signed. The SPAC Board also considered the potential detriments of the Business Combination to SPAC, including the risk of benefits not being achieved, including the risk that it may result in SPAC being unable to complete a business combination and force SPAC to liquidate, the absence of possible structural protections for minority shareholders, among others.

For more information about the SPAC Board’s reasons for the approval of the Business Combination, see “The Business Combination — The SPAC Board’s Reasons for the Approval of the Business Combination.”

GOWell Board’s Reasons for the Approval of the Business Combination

In the course of reaching its decision to approve the Business Combination, the GOWell Board consulted with GOWell’s management and advisors and considered a wide variety of factors, including, but not limited to: greater liquidity for the GOWell Shareholder as well as increased access to capital and an expanded range of potential investors for GOWell as a public company; the synergies associated with anticipated cooperation between GOWell and Inflection Point team; and enhanced institutional visibility and credibility, as well as increased public market awareness of GOWell and its business model; and the advantages of the Business Combination over a traditional IPO, including greater speed of execution and higher certainty of closing.

The GOWell Board also considered a variety of risks and potentially negative factors, including:

• the possibility that the Transactions may not be completed on the terms or the timeline contemplated by GOWell and SPAC, or at all; and the risk that any failure to complete the Transactions could itself negatively affect GOWell’s future business and financial results, including by diverting management attention and resources that have already been committed to the transaction process, impairing GOWell’s ability to pursue alternative financing or strategic opportunities, and creating uncertainty among GOWell’s customers, employees, and business partners that could adversely affect GOWell’s operations and competitive position;

• the risk that the completion of the Transactions could negatively affect GOWell’s financial results and that GOWell may incur significant expenses and may not accurately forecast the financial impact of the completion of the Transactions, including unforeseen accounting charges, tax liabilities, or exposure to undisclosed contractual obligations or legal claims;

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• following the completion of the Transactions, the post-combination company will incur significant additional legal, accounting, and other expenses that GOWell did not incur as a private company. The requirements of being a public company, including compliance with the SEC’s requirements regarding internal control over financial reporting, may strain the post-combination company’s resources and divert management’s attention from GOWell’s core business operations and strategic priorities. GOWell’s management team may face significant challenges in adapting to the heightened regulatory, financial reporting, and investor relations demands of operating as a publicly listed company. Furthermore, if the future growth and operating performance of the post-combination company fail to meet investor or analyst expectations, this could make it difficult to evaluate the post-combination company’s current business and future prospects and could have a material adverse effect on GOWell’s future business, financial condition, and results of operations;

After considering the various potentially positive and negative factors, including the foregoing, the GOWell Board determined that, in the aggregate, the potential benefits of the Transactions, including enhanced access to capital, greater liquidity, and increased institutional visibility, outweigh the risks and uncertainties of the Transactions, including the transition costs, regulatory burdens, and operational disruptions described above. For more information about the GOWell Board’s reasons for the approval of the Business Combination, see “The Business Combination — GOWell Board’s Reasons for the Approval of the Business Combination.”

Background to the Business Combination

SPAC was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. In the second half of 2025, Inflection Point principals Michael Blitzer and Kevin Shannon assumed leadership of SPAC, with Mr. Blitzer appointed Chairman and Chief Executive Officer and Mr. Shannon appointed Chief Operating Officer. Zikang Wu, a member of the original SPAC management team, remained in place as Chief Financial Officer and a member of the Board of Directors. In connection with the leadership transition, two new independent directors, William Denkin and Steven Tannenbaum, were added to the board, and all other members of the prior management team resigned. In January 2026, a third independent director, Carolyn Trabuo, was added to the SPAC Board.

Inflection Point’s initial engagement with GOWell occurred during the target search process of IPXX in late 2023. In March 2024, GOWell decided to discontinue negotiations to pursue a potential business combination at that time and instead pursue other sources of potential financing. However, GOWell and Inflection Point remained in periodic contact thereafter. In May 2025, Mike Reed, Chief Financial Officer of GOWell, emailed the Inflection Point team to re-engage on the possibility of pursuing a business combination in light of improved market conditions. This outreach catalyzed the discussions initially with IPCX. However, given IPCX’s uncertainty of the actionability and timeline of the GOWell opportunity at that time and other time-sensitive opportunities, IPCX entered into exclusivity and eventually signed a business combination agreement with Air Water Ventures Limited. In July 2025, members of the New Sponsor explored the potential acquisition of an existing SPAC to facilitate the Business Combination with GOWell. In September 2025, the New Sponsor assumed leadership of SPAC following the Sponsor Transaction, which eventually led to the Business Combination Agreement between GOWell and SPAC. There was no agreement, arrangement, or understanding between New Sponsor and SPAC, or its or their officers, directors, or affiliates, with respect to determining whether to proceed with the Business Combination with GOWell or any other initial business combination. The terms of the Business Combination Agreement are the result of negotiations between the representatives of SPAC and GOWell, each in consultation with its advisors, which occurred between July 2025 and October 2025.

In connection with the transactions contemplated by the Business Combination Agreement, GOWell entered into (i) the Signing PIPE Subscription Agreement with the New Sponsor, pursuant to which New Sponsor agreed to purchase approximately $20 million of Company Preferred Shares and Company Warrants, which transactions were consummated concurrently with the execution of the Business Combination Agreement and (ii) the Closing PIPE Subscription Agreement with the Closing PIPE Investor, pursuant to which the Closing PIPE Investor agreed to purchase approximately $50 million of Company Preferred Shares and Company Warrants, which transactions will be consummated immediately prior to the Second Merger Effective Time. Such PIPE securities will be converted into securities of PubCo as part of the Business Combination as follows: at the Second Merger Effective Time, the

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Company Preferred Shares will be converted into the right to receive a number of PubCo Preferred Shares equal to (i) the Accrued Value, divided by (ii) the Redemption Price, and the Company Warrants will be converted into the right to receive PubCo Warrants exercisable for a number of PubCo Ordinary Shares equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company Articles) attributable to the applicable PIPE Investor’s Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5.

As contemplated by the Business Combination Agreement, the structure and timing of the Business Combination and the PIPE Investments was determined and agreed by the parties in light of general business considerations weighing in favor of consummating the transaction promptly and the deadline for SPAC to complete an initial business combination pursuant to the SPAC Articles.

For more information, see “The Business Combination — Background of the Business Combination.”

Opinion of SPAC’s Financial Advisor

On October 13, 2025, Newbridge rendered its oral opinion to the SPAC Board (which was subsequently confirmed in writing) to the effect that, as of such date and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Newbridge as set forth in its written opinion, (i) the Initial Merger Consideration to be paid by SPAC in the Merger pursuant to the Business Combination Agreement was fair, from a financial point of view, to the SPAC Unaffiliated Shareholders, and (ii) the Transaction has an aggregate fair market value of at least 80.0% of the value of the assets held by SPAC in its Trust Account (excluding deferred underwriting fees and taxes payable on income earned on the Trust Account) at the time the Business Combination Agreement was signed.

Newbridge’s opinion was directed to the SPAC Board (in its capacity as such) and only addressed the fairness, from a financial point of view, of the Initial Merger Consideration to be paid by SPAC in the Business Combination pursuant to the Business Combination Agreement, and did not address any other terms, aspects or implications of the Business Combination, or any agreements, arrangements or understandings entered into in connection with the Business Combination. The summary of Newbridge’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the written opinion, which is attached as Annex M to this proxy statement/prospectus and which describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Newbridge in connection with the preparation of its opinion. Neither Newbridge’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to SPAC Board, SPAC or any security holder as to whether they should elect to redeem their shares or how they should act or vote on any matter relating to the Business Combination or otherwise.

Sources and Uses of Funds for the Proposed Transaction

The following tables summarize the anticipated sources and uses of funds in the Business Combination, in various redemptions scenarios. Such tables are for illustrative purposes only. Where actual amounts are not known or knowable, the figures below represent good faith estimates of such amounts.

Sources and Uses of Proceeds (No Redemptions Scenario) (in millions)
Sources					Uses
Initial Merger Consideration		$	300		Initial Merger Consideration		$	300
Investments held in Trust Account			91		Cash to Balance Sheet			147
Closing PIPE Investment			70		Transaction Costs			14
Total Sources		$	461		Total Uses		$	461

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Sources and Uses of Proceeds (25% Redemptions Scenario) (in millions)
Sources					Uses
Initial Merger Consideration		$	300		Initial Merger Consideration		$	300
Investments held in Trust Account			68		Cash to Balance Sheet			124
Closing PIPE Investment			70		Transaction Costs			14
Total Sources		$	438		Total Uses		$	438

Sources and Uses of Proceeds (50% Redemptions Scenario) (in millions)
Sources					Uses
Initial Merger Consideration		$	300		Initial Merger Consideration		$	300
Investments held in Trust Account			45		Cash to Balance Sheet			101
Closing PIPE Investment			70		Transaction Costs			14
Total Sources		$	415		Total Uses		$	415

Sources and Uses of Proceeds (75% Redemptions Scenario) (in millions)
Sources					Uses
Initial Merger Consideration		$	300		Initial Merger Consideration		$	300
Investments held in Trust Account			23		Cash to Balance Sheet			79
Closing PIPE Investment			70		Transaction Costs			14
Total Sources		$	393		Total Uses		$	393

Sources and Uses of Proceeds (Full Redemptions Scenario) (in millions)
Sources					Uses
Initial Merger Consideration		$	300		Initial Merger Consideration		$	300
Investments held in Trust Account			0		Cash to Balance Sheet			56
Series A Redeemable Preference Shares Investment			70		Transaction Costs			14
Total Sources		$	370		Total Uses		$	370

Satisfaction of 80% Test

Nasdaq rules require that SPAC must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. As of October 13, 2025, the date the Business Combination Agreement was executed, the fair value of the funds held in the Trust Account was approximately $88.6 million, and 80% thereof represents approximately $70.9 million.

The Initial Merger Consideration to be received by the shareholders of GOWell of $300.0 million exceeds 80% of the fair value of the funds held in the Trust Account as of October 13, 2025.

The EGM of SPAC’s Shareholders

Date, Time and Place of the EGM

The EGM will be held virtually at 10:00 a.m., Eastern Time, on September 3, 2026. The EGM will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/inflectionpointacquisitionv/bc2026. For the purposes of Cayman Islands law and the SPAC Articles, the physical location of the EGM will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020.

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Proposals

At the EGM, SPAC is asking holders of the SPAC Ordinary Shares to consider and vote upon:

• the Business Combination Proposal.    A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

• the Merger Proposal.    The First Plan of Merger is attached to this proxy statement/prospectus as Annex B;

• the Advisory Organizational Documents Proposals.    The PubCo A&R Articles are attached to this proxy statement/prospectus as Annex C;

• the Incentive Plan Proposal.    The form of GOWell Energy Technology 2026 Equity Incentive Plan is attached to this proxy statement/prospectus as Annex L; and

• the Adjournment Proposal.

Registering for the EGM

Any shareholder wishing to attend the meeting should register for the meeting by 5:00 p.m., Eastern Time, on September 2, 2026.

Voting Power; Record Date

With respect to each proposal in this proxy statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

If a shareholder fails to return a proxy card and does not attend the EGM in person, then the shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the EGM. If a valid quorum is established, any such failure to vote will have no effect on the outcome of any proposal in this proxy statement/prospectus.

Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.

SPAC has fixed the close of business on June 30, 2026, as the “Record Date” for determining the SPAC Shareholders entitled to notice of and to attend and vote at the EGM. At the close of business on the Record Date, there were 11,909,375 SPAC Ordinary Shares outstanding and entitled to vote. Each share is entitled to one vote at the EGM.

Vote of the Sponsor and SPAC’s Other Directors and Officers

As of the Record Date, the Sponsors and Representatives held of record and were entitled to vote an aggregate of  3,284,375 SPAC Ordinary Shares. SPAC’s officers and directors did not hold of record or beneficially own any SPAC Ordinary Shares as of the Record Date. The SPAC Ordinary Shares held by the Sponsors and Representatives constitute approximately 27.6% of the outstanding SPAC Ordinary Shares as of the Record Date. Pursuant to the SPAC Holders Support Agreement, the Sponsors and Representatives have agreed to vote any SPAC Ordinary Shares held by them as of the Record Date in favor of the Business Combination, including voting in favor of each of the Condition Precedent Proposals. No consideration has been or will be paid by PubCo, SPAC or GOWell to the Sponsors and Representatives in connection with such agreements. To the extent that the Sponsors, Representatives or their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.

Quorum and Required Vote for the Proposals at the EGM

A quorum of SPAC Shareholders is necessary to hold a valid meeting. A quorum will be present at the EGM if the holders of at least one-third of the issued and outstanding SPAC Ordinary Shares entitled to vote at the EGM are represented in person (including virtually) or by proxy (which would include presence at the EGM).

As of the Record Date for the EGM, 3,969,793 SPAC Ordinary Shares would be required to achieve a quorum.

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Each of the Sponsors and the Representatives have agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the EGM. As of the Record Date, the Prior Sponsor, the New Sponsor and the Representatives owned approximately 18.1%, 8.3% and 1.2%, respectively, of the issued and outstanding SPAC Ordinary Shares.

The Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Business Combination Proposal is conditioned on the approval of the Merger Proposal. Therefore, if the Merger Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

Merger Proposal — The approval of the Merger Proposal requires a special resolution under the Cayman Companies Act, being the affirmative vote (in person (including virtually) or by proxy) of holders of at least two-thirds of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Merger Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Merger Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares entitled to vote and are voted at the EGM. The Advisory Organizational Documents Proposals are conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposals are not approved, the Advisory Organizational Documents Proposals will have no effect, even if approved by holders of SPAC Ordinary Shares.

Incentive Plan Proposal — The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Incentive Plan Proposal is conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if each of the Business Combination Proposal and Merger Proposal are not approved, the Incentive Plan Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Adjournment Proposal is not conditioned upon any other proposal.

Recommendation to the SPAC Shareholders

The SPAC Board believes that each of the Business Combination Proposal, the Merger Proposal, the Advisory Organizational Documents Proposals, Incentive Plan Proposal and the Adjournment Proposal is advisable and is in the best interest of SPAC’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Incentive Plan Proposal, and “FOR” the approval of the Adjournment Proposal, if presented to the EGM.

For a description of the SPAC Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the SPAC Board, see the subsection entitled “The Business Combination — The SPAC Board’s Reasons for the Approval of the Business Combination”.

When you consider the recommendation of the SPAC Board in favor of approval of these proposals, you should keep in mind that, aside from their interests as shareholders, the Sponsors and SPAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of unaffiliated SPAC Shareholders. Please see the subsection entitled “The Business Combination Proposal — Interests of Certain SPAC Persons in the Business Combination”.

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Interests of Certain SPAC Persons in the Business Combination

In considering the unanimous recommendation of the SPAC Board to vote in favor of the Business Combination Proposal, Merger Proposal, Advisory Organizational Documents Proposals, Incentive Plan Proposal and Adjournment Proposal, shareholders should keep in mind that the Sponsors and SPAC’s officers and directors, and entities affiliated with them, have interests in such proposals that are different from, or in addition to, the interests of the SPAC Unaffiliated Shareholders.

The existence of financial and personal interests of one or more of SPAC’s officers and directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is advisable and in the best interests of SPAC and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsors have interests in the Business Combination that may conflict with your interests as a shareholder.

The personal and financial interests of the Sponsors and SPAC’s directors and officers may have influenced their motivation in identifying and selecting GOWell as a business combination target, completing an initial business combination with GOwell and influencing the operation of the business following the Closing. In considering the recommendation of the SPAC Board to vote for the proposals, SPAC’s shareholders should consider these interests.

These interests include, among other things:

• The Prior Sponsor holds 2,028,750 Founder Shares, initially purchased for $0.008 per share. Such 2,028,750 PubCo Ordinary Shares that the Prior Sponsor and its permitted transferees will receive upon conversion of such Retained Shares in the Business Combination, if unrestricted and freely tradable, would have an aggregate value of approximately $21.44 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

• The New Sponsor purchased 990,000 Founder Shares and the assignment of the Sponsor Loan for an aggregate of $1,800,000, in a private placement consummated on September 9, 2025. Such 990,000 PubCo Ordinary Shares that the New Sponsor and its permitted transferees will receive upon conversion of such Founder Shares in the Business Combination, if unrestricted and freely tradable, would have an aggregate value of approximately $10.46 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

• Given the differential in the purchase price that the each of the Sponsors paid for the Founder Shares as compared to the price of the SPAC Class A Shares included in the SPAC Units sold in the IPO, the Sponsors may earn a positive rate of return on its investment even if the PubCo Ordinary Shares trade below $10.00 per share and the Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsors diverge from the economic interests of Public Shareholders because the Sponsors will realize a gain on their investment at times when the Public Shareholders realize a loss.

• The Prior Sponsor purchased 125,000 Private Placement Units for $1,250,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO. Each Private Placement Unit consists of one SPAC Class A Share and one SPAC Right exchangeable for one-fifth of one SPAC Class A Share. Following the Business Combination, the 150,000 PubCo Ordinary Shares that the Prior Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $1.59 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

• Each of the Sponsors will lose its entire investment in us, valued at approximately $1,275,000 for the Prior Sponsor and $1,800,000 for the New Sponsor, if we do not complete a business combination within the completion window. If we do not consummate a business combination by such date, as promptly as reasonable but not more than ten business days thereafter, we will redeem the Public Shares for a pro rata

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portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for the claims of creditors and the requirements of other applicable law. In such event, the 2,153,750 and 990,000 SPAC Ordinary Shares held by the Prior Sponsor and the New Sponsor, respectively, may be worth very little, because following the redemption of Public Shares, we would likely have few, if any, net assets and because the Sponsors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 125,000 SPAC Rights underlying the Private Placement Units held by the Prior Sponsor will expire and become worthless.

• In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain of SPAC’s officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo, and pursuant to the Business Combination Agreement, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to such persons as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up. Following the Business Combination, the 4,481,250 PubCo Restricted Shares received upon the conversion of such Company Restricted Shares, if unrestricted and freely tradable, would have had an aggregate market value of approximately $47.37 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Restricted Shares will be subject to vesting, we believe such shares will have less value.

• Pursuant to the Signing PIPE Subscription Agreement, the New Sponsor purchased (i) 2,352,941 Company Preferred Shares and (ii) Company Warrants exercisable for 980,392 Company Ordinary Shares, for an aggregate investment amount of $20,000,000. At Closing, each of the Company Preferred Shares and the Company Warrants will be converted into the right to receive 2,464,986 PubCo Preferred Shares (assuming $25,882,353 of Accrued Value which represents the Stated Value plus an assumed 12 months of PIK dividends, and using a Redemption Price of $10.50, representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026) convertible into 2,156,863 PubCo Ordinary Shares (at an initial conversion price of $12.00 per share) and 980,392 PubCo Warrants (which is calculated as the Stated Value, divided by the $12.00 conversion price, multiplied by 0.5) exercisable for 980,392 PubCo Ordinary Shares at an initial exercise price of $12.00. Calculated on an as-converted basis, the 3,137,255 PubCo Ordinary Shares, would have an aggregate market value of approximately $32.56 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, and such shares will not be subject to a lock-up. However, given such securities are not in-the-money as of the date of this proxy statement/prospectus, we believe such securities will have less value.

• New Sponsor will receive its allocable portion of the Earnout Shares (not to exceed 6.25% of the aggregate Earnout Shares), in three tranches respectively, if PubCo and its subsidiaries achieve certain EBITDA targets following the Closing.

• The Sponsors and the SPAC’s officers and directors have agreed not to redeem any of the SPAC Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

• If the Trust Account is liquidated, the New Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into a letter of intent, confidentiality or similar agreement or business combination agreement or claims of any third party for services rendered or products sold to us (other than our independent registered public accounting firm and the Representatives), but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

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• The SPAC’s existing and former officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six (6) years after the Business Combination. Additionally, pursuant to the A&R Letter Agreement and the Indemnification Agreement, the indemnification of the Prior Sponsor and New Sponsor, respectively, will survive the Closing.

• In connection with the Closing, the New Sponsor and the SPAC’s current officers and directors would be entitled to the repayment of any outstanding working capital loans and advances that have been made to the SPAC. In order to finance transaction costs in connection with a business combination, the New Sponsor or certain of the SPAC’s officers or directors may, but are not obligated to, loan the SPAC Working Capital Loans. In the event that a business combination does not close, the SPAC may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of the date of this proxy statement/prospectus, no such Working Capital Loans are outstanding.

• Additionally, the New Sponsor would be entitled to the repayment of any loans that have been made to the SPAC pursuant to Sponsor Loan. In the event that a business combination does not close, the SPAC may use a portion of the working capital held outside the Trust Account to repay the Sponsor Loan, but no proceeds from the Trust Account would be used to repay the Sponsor Loan. As of the date of this proxy statement/prospectus, $800,000 is outstanding under the Sponsor Loan.

• Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the New Sponsor, and the SPAC’s current officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans. As of the date of this proxy statement/prospectus, no reimbursable out-of-pocket expenses, advances, and other loans were outstanding.

• Pursuant to the Registration Rights Agreement, the SPAC’s officers and directors, and the Sponsors and its members will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the PubCo Ordinary Shares held by such parties following the consummation of the Business Combination. It is estimated that each of the Prior Sponsor and New Sponsor will hold 2,178,750 and 13,706,544 (excluding the PubCo Ordinary Shares underlying the PubCo Warrant) PubCo Ordinary Shares, respectively, eligible for registration.

• The continued indemnification of former and current directors and officers of SPAC and the New Sponsor and the continuation of directors’ and officers’ liability insurance after the Business Combination.

• The fact that Kevin Shannon is expected to be a director of PubCo following the Business Combination. As such, in the future, he may receive fees for his service as a director, which may consist of cash or stock-based awards, and any other remuneration that the PubCo Board determines to pay its non-employee directors.

• The fact that the New Sponsor and SPAC’s current directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination, with a less favorable company or on terms less favorable to shareholders, rather than to liquidate, which would cause the New Sponsor to lose its entire investment. As a result, the New Sponsor may have a conflict of interest in determining whether GOWell is an appropriate business with which to complete a business combination and/or in evaluating the terms of the Business Combination.

In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We believe, however, that there were no such corporate opportunities presented to our directors and officers which were not presented to the SPAC, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About the SPAC — Conflicts of Interest.”

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Interests of Certain GOWell Persons in the Business Combination

GOWell’s board of directors, officers, and related parties, may have interests in the Business Combination that are different from, in addition to, or in conflict with, the unaffiliated shareholders of the SPAC. These interests include, among other things:

• in connection with and upon the closing of the Business Combination, certain executive officers and directors of GOWell will receive an aggregate bonus awards of $950,000 in recognition of their services in facilitating the consummation of the Business Combination Agreement. These bonus awards are contingent upon and payable only upon the consummation of the Business Combination, which means that GOWell’s executive officers have a direct personal financial incentive to close the transaction. This incentive may not be aligned with the interests of unaffiliated SPAC shareholders;

• upon the consummation of the Business Combination, Mr. Guillaume Borrel, the chief executive officer of GOWell, will be granted restricted shares equal to 1.29% of the Company Consideration Shares, representing 368,571 to 387,000 PubCo Ordinary Shares, calculated based on the Redemption Price range of $10.50 to $10.00. The restricted shares are subject to a five-year vesting schedule, contingent upon Mr. Borrel’s continued employment and the achievement of certain annual performance targets. The restricted shares are subject to transfer restrictions prior to vesting and are not subject to any lock-up restrictions following each vesting tranche. The restricted shares are subject to customary clawback and forfeiture provisions in the event of termination for cause, voluntary resignation prior to the end of the term, or other specified misconduct. The equity awards to be granted to Mr. Borrel are contingent upon the consummation of the Business Combination and therefore will not be received if the Business Combination is not completed. This may further incentivize him to support the completion of the Business Combination;

• GOWell’s management team and board are expected to continue to hold their respective positions with PubCo upon the Closing and will receive such compensation and benefits as determined by the PubCo Board from time to time. The GOWell management team and board will also benefit from directors’ and officers’ insurance and indemnification agreements with PubCo. The cost of such directors’ and officers’ insurance and indemnification arrangements will be borne by the post-Business Combination company and, indirectly, by all of PubCo’s shareholders, including unaffiliated SPAC shareholders, while the direct benefit of such arrangements accrues solely to GOWell’s directors and officers; and

• after the Closing, it is expected that the GOWell Shareholder will hold between 53.2% and 63.4% of the outstanding PubCo Ordinary Shares, depending on the level of Redemptions, including the PubCo Ordinary Shares issuable upon conversion of the PubCo Preferred Shares issued pursuant to the PIPE Investments, and excluding (i) the Earnout Shares, (ii) the PubCo Warrants, (iii) the PubCo Ordinary Shares underlying the PubCo Warrants, and (iv) the PubCo Ordinary Shares issuable under the PubCo Incentive Plan. This level of ownership will give the GOWell Shareholder the ability to control the outcome of virtually all matters submitted to PubCo’s shareholders for approval, including the election and removal of directors, approval of significant corporate transactions, and amendments to PubCo’s governing documents, subject to certain limitations described elsewhere in this proxy statement/prospectus. The interests of the GOWell Shareholder, may not always align with the interests of unaffiliated SPAC shareholders, who will hold a minority interest in PubCo and will have limited ability to influence the direction and management of the post-closing company. Unaffiliated SPAC shareholders should be aware that, as minority shareholders, their ability to seek changes in corporate governance, management, or strategic direction will be significantly constrained.

See “Information About the Company — Conflicts of Interest,” “The Business Combination — Interests of Certain GOWell Persons in the Business Combination” and “Certain Relationships and Related Party Transactions” for more information related to certain transactions and arrangements between GOWell and GOWell’s directors and officers.

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Compensation to be Received by the Sponsors and SPAC’s Officers and Directors in Connection with the Business Combination and Signing PIPE Investment

Set forth below is a summary of the amount of compensation and securities received or to be received by the Sponsor and SPAC’s officers and directors in connection with the Business Combination.

		Securities to be Received		Other Compensation
New Sponsor		(i) 990,000 PubCo Ordinary Shares upon the exchange of 990,000 Founder Shares, which were initially purchased in the Sponsor Transaction for $1.31 per share, (ii) approximately 2,464,986 PubCo Preferred Shares upon the exchange of 2,352,941 Company Preferred Shares, which were initially purchased in the Signing PIPE Investment for $20 million (assuming $25,882,353 of Accrued Value which represents the Stated Value plus an assumed 12 months of PIK dividends, and using a Redemption Price of $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026), (iii) PubCo Warrants upon the exchange of Company Warrants purchased in the Signing PIPE Investment (which is calculated as the Stated Value, divided by the $12.00 conversion price, multiplied by 0.5) exercisable for 980,392 Company Ordinary Shares at an initial exercise price of $12.00, and (iv) its allocable portion of the Earnout Shares (not to exceed 6.25% of the aggregate Earnout Shares), in three tranches respectively, if PubCo and its subsidiaries achieve certain EBITDA targets following the Closing.		Repayment of the $800,000 principal amount outstanding under the Sponsor Loan. Continued indemnification and the continuation of directors’ and officers’ liability insurance after the Business Combination.
Prior Sponsor		(i) 2,028,750 PubCo Ordinary Shares upon the exchange of 2,028,750 Retained Shares, which were initially purchased prior to the IPO for $0.008 per share, and (ii) 150,000 PubCo Ordinary Shares upon the exchange of 125,000 Private Placement Units purchased for $10.00 per Unit in a private placement.		Continued indemnification and the continuation of directors’ and officers’ liability insurance after the Business Combination.
SPAC Officers and Directors		In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain of SPAC’s officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo, and pursuant to the Business Combination Agreement, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to such persons as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up.		Kevin Shannon, the Chief Operating Officer of the SPAC, is expected to serve as a director of PubCo after the Closing and, as such, in the future, may receive compensation for his service as a director of PubCo as determined by the PubCo Board. Reimbursement for any out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination; no such amounts are outstanding as of the date of this proxy statement/prospectus. Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination.

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The securities to be issued to the Sponsors and SPAC’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders. None of the funds in the Trust Account will be used to compensate our officers or directors. Except as set forth above, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsors, SPAC’s officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, as detailed above, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, as discussed above. The reimbursement of expenses and advances to the Sponsors and SPAC’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders.

Redemption Rights

Pursuant to the SPAC Articles, a Public Shareholder may request to redeem all or a portion of its Public Shares for cash in connection with the Business Combination. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a) (i) hold Public Shares or (ii) hold Public Shares through SPAC Units and elect to separate your SPAC Units into the underlying Public Shares and Rights prior to exercising your redemption rights with respect to the Public Shares;

(b) submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that SPAC redeem all or a portion of your Public Shares for cash; and

(c) deliver the certificates for your Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on September 1, 2026 (two business days before the initial scheduled date of the EGM) in order for their Public Shares to be redeemed.

Any Public Shareholder (who is not a Sponsor, Representative, or officer or director of SPAC) may elect to redeem all or a portion of the Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they are a holder of record on the Record Date. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its redemption rights to redeem all or a portion of the Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to Continental, SPAC will redeem such Public Shares for the Redemption Price, a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination including interest earned on the Trust Account (such interest shall be net of taxes payable), divided by the number of then issued Public Shares. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share Redemption Price. For illustrative purposes, as of the Record Date, this would have amounted to approximately $10.54 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares.

If you hold the shares in “street name”, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s deposit withdrawal at custodian (“DWAC”) system. Continental will typically charge the tendering broker a nominal amount and it would be up to the broker to decide whether to pass this cost on to the redeeming shareholder. In the event the Business Combination is not consummated this may result in an additional cost to shareholders for the return of their Public Shares.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with SPAC’s consent, until the Closing. If a holder delivers his, her or its Public Shares for redemption to Continental and later decides to withdraw such request prior to the deadline for submitting redemption requests, the holder may request that Continental return the shares (physically or electronically).

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Any corrected or changed written exercise of redemption rights must be received by Continental at least two business days prior to the initial scheduled date of the EGM. No request for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Continental at least two business days prior to the initial scheduled date of the EGM.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a partnership, limited partnership, syndicate or other group for the purposes of acquiring, holding, or disposing of Public Shares, will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the then issued Public Shares without the prior consent of SPAC. Accordingly, if a Public Shareholder, alone or acting in concert or as a partnership, limited partnership, syndicate or other group for the purposes of acquiring, holding, or disposing of Public Shares, seeks to redeem more than 15% of the then issued Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Holders of the SPAC Rights will not have redemption rights with respect to the SPAC Rights.

The closing price of Public Shares on June 30, 2026, the Record Date, was $10.51. As of the Record Date, funds in the Trust Account totaled approximately $90,913,727 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, or approximately $10.54 per issued and outstanding Public Share.

Prior to exercising redemption rights, Public Shareholders should verify the market price of the Public Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. SPAC cannot assure its shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their Public Shares.

Potential Purchases of Public Shares

At any time prior to the EGM, during a period when they are not then aware of any material nonpublic information regarding the SPAC or its securities, the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates may purchase Public Shares or Public Rights in privately negotiated transactions or in the open market, or take other actions to incentivize non-redemption, although they are under no obligation to do so. There is no limit on the number of Public Shares or Public Rights that such persons may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules.

On July 28, 2026, SPAC and PubCo entered into an engagement letter with a capital markets advisor (the “Capital Markets Advisor Engagement Letter”) in which a portion of the fee payable to the advisor would consist of a reimbursement of the advisor for 50,000 SPAC Class A Shares to be purchased by the advisor prior to the Closing from one or more redeeming shareholders through privately negotiated transactions at a price no higher than the Redemption Price. The advisor will be paid a fee equal to the lesser of (a) the product of 50,000 multiplied by the Redemption Price and (b) the advisor’s documented out-of-pocket cost for acquiring 50,000 SPAC Class A Shares, subject to the advisor providing evidence dated as of the Closing or within five business days after the Closing that it held 50,000 SPAC Class A Shares which were acquired prior to the Closing from one or more redeeming SPAC shareholders through privately negotiated transactions at a price no higher than the Redemption Price and that the advisor had not redeemed or elected to redeem any of such SPAC Class A Shares.

Other than as expressly stated herein, the Sponsors, the SPAC’s directors, managers, officers, advisors and their affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Rights in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of SPAC securities, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

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The purpose of any such transactions could be to (1) increase the likelihood of obtaining the SPAC Shareholder Approval of the Business Combination, (2) reduce the amount of Redemptions, or (3) reduce the number of Public Rights outstanding. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event the Sponsors, the SPAC’s or GOWell’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares or SPAC Rights, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

• this proxy statement/prospectus discloses the possibility that the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates may purchase Public Shares or warrants from Public Shareholders outside the redemption process, along with the purpose of such purchases;

• if the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares from Public Shareholders, they would do so at a price no higher than the Redemption Price;

• any of our securities purchased by the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates will not be voted in favor of approving the Business Combination;

• the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates will not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

• we will disclose in a Form 8-K, before the EGM, the following material items:

• the amount of securities purchased outside of the redemption offer by the Sponsors or the SPAC’s, the SPAC’s, or GOWell’s directors, managers, officers, advisors and their affiliates, along with the purchase price;

• the purpose of the purchases by the Sponsors or the SPAC’s, the SPAC’s, or GOWell’s directors, managers, officers, advisors and their affiliates;

• the impact, if any, of the purchases by the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates on the likelihood that the Business Combination will be approved;

• the identities of the security holders who sold to the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to the Sponsors, the SPAC’s, or GOWell’s directors, managers, officers, advisors and their affiliates; and

• the number of Public Shares for which the SPAC has received redemption requests pursuant to its redemption offer.

Entering into any such arrangements may increase the number of shares sold into the market, which may have a depressive effect on the price of the PubCo Ordinary Shares. In addition, the public “float” of our Public Shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

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Certain Information Relating to PubCo

Listing of PubCo Ordinary Shares on Nasdaq

PubCo Ordinary Shares currently are not traded on a stock exchange. PubCo has applied to list the PubCo Ordinary Shares on Nasdaq under the proposed symbol “GOW” upon the closing of the Business Combination. Pursuant to the terms of the Business Combination Agreement, as a closing condition (subject to certain exceptions), the PubCo Ordinary shares must have been conditionally approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. It is important for you to know that, at the time of our EGM, we may not have received from Nasdaq either confirmation of the listing of the PubCo Ordinary Shares or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the PubCo securities would not be listed on any nationally recognized securities exchange. See “Risk Factors — There can be no assurance that the PubCo Ordinary Shares issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing.”

Emerging Growth Company; Controlled Company; Foreign Private Issuer

After the Closing, it is expected that the GOWell Shareholder will hold between 53.2% and 63.4% of the outstanding PubCo Ordinary Shares, depending on the level of Redemptions, including the PubCo Ordinary Shares issuable upon conversion of the PubCo Preferred Shares issued pursuant to the PIPE Investments, and excluding (i) the Earnout Shares, (ii) the PubCo Warrants, (iii) the PubCo Ordinary Shares underlying the PubCo Warrants, and (iv) the PubCo Ordinary Shares issuable under the PubCo Incentive Plan. Accordingly, PubCo will qualify as a “controlled company” under the listing rules of Nasdaq. PubCo will also qualify as a “foreign private issuer” and an “emerging growth company” as defined under the U.S. securities laws. Each of these classifications entitles PubCo to rely on certain exemptions from applicable U.S. securities laws and Nasdaq corporate governance requirements, which may afford less protection to holders of PubCo’s securities than the protections available under the rules applicable to U.S. domestic companies. The following describes each classification and the specific exemptions on which PubCo intends to rely.

Emerging Growth Company

PubCo is an “emerging growth company” as defined in the JOBS Act. PubCo will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the effective date of the registration statement of which this proxy statement/prospectus is a part, (b) in which PubCo has total annual gross revenue of at least $1.235 billion or (c) in which PubCo is deemed to be a large accelerated filer, which means the market value of PubCo Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of PubCo’s prior second fiscal quarter, and (ii) the date on which PubCo issued more than $1.0 billion in non-convertible debt during the prior three-year period. PubCo intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that PubCo independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

Controlled Company

For so long as PubCo remains a controlled company, it is permitted to rely on certain exemptions from Nasdaq corporate governance requirements otherwise applicable to listed companies, including:

• the requirement that a majority of the board of directors consist of independent directors;

• the requirement that if a listed company has a nominating and governance committee, it be composed of independent directors with a written charter addressing the committee’s purpose and responsibilities;

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• the requirement that a listed company have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement for an annual performance evaluation of the nominating and governance committee, if applicable, and compensation committee.

To the extent PubCo ceases to qualify as a controlled company, it will be required to comply with these Nasdaq corporate governance requirements within the transition periods specified under Nasdaq rules.

Foreign Private Issuer

As a “foreign private issuer,” PubCo will be subject to different U.S. securities laws than domestic U.S. issuers. PubCo intends to rely on the following exemptions available to foreign private issuers:

SEC Reporting Exemptions:

• Quarterly and current reports:    PubCo will not be required to file Quarterly Reports on Form 10-Q or Current Reports on Form 8-K under the Exchange Act.

• Proxy rules:    PubCo will not be subject to the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act.

• Short-swing profit recovery:    PubCo will not be subject to the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. However, effective March 18, 2026, the executive officers and directors of PubCo will be required, pursuant to the Holding Foreign Companies Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of PubCo’s securities. The principal shareholders of PubCo who are neither officers nor directors will remain exempt from Section 16(a) reporting requirements.

• Regulation FD:    PubCo will not be subject to the selective disclosure rules applicable to issuers of material non-public information under Regulation FD.

Nasdaq Corporate Governance Exemptions:

As a foreign private issuer, PubCo is permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of certain Nasdaq corporate governance standards applicable to U.S. domestic companies. PubCo intends to rely on the following foreign private issuer exemptions from Nasdaq requirements:

• Majority independent board:    Under the laws of the Cayman Islands, PubCo is not required to have a board consisting of a majority of independent directors.

• Compensation committee:    PubCo is not required to have a compensation committee consisting entirely of independent directors.

• Nominating or corporate governance committee:    PubCo is not required to have a nominating or corporate governance committee consisting entirely of independent directors.

• Executive sessions: PubCo is not required to hold regularly scheduled executive sessions with only independent directors each year.

Where PubCo’s status as both a controlled company and a foreign private issuer provides overlapping exemptions from the same Nasdaq requirement, PubCo intends to rely on both exemptions concurrently to the extent permitted. Such Cayman Islands home country practices may afford less protection to holders of PubCo’s securities than the protections available under Nasdaq’s corporate governance standards. For additional information regarding the home country practices PubCo intends to follow in lieu of Nasdaq requirements, see “Summary — Certain Information Relating to PubCo — Emerging Growth Company; Controlled Company; Foreign Private Issuer”, “Risk Factors — PubCo, as a “foreign private issuer” and “controlled company” within the meaning of the rules of Nasdaq, is permitted to follow certain home country corporate governance practices and to rely on certain exemptions from Nasdaq corporate governance requirements that may afford less protection to shareholders than they would enjoy if PubCo complied fully with the Nasdaq Stock Market corporate governance listing standards.”

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Comparison of Shareholder Rights

If the Business Combination is completed, holders of SPAC securities will become holders of PubCo securities and their rights as shareholders will be governed by PubCo’s organizational documents. Please see the sections entitled “Comparison of Shareholder Rights” and “Cayman Company Considerations.”

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the exercise of redemption rights in connection with the Business Combination, the First Merger, and the ownership and disposition of PubCo Ordinary Shares after the Business Combination, please see the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders.”

Cayman Islands Tax Considerations

PubCo is a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Cayman Companies Act. As an exempted company, PubCo has applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking (22 October 2025), no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to PubCo or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of PubCo’s shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by PubCo to its shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of PubCo. For more information, see “Material Tax Considerations — Cayman Islands Tax Considerations.”

Anticipated Accounting Treatment of the Business Combination

The Business Combination will be accounted for as a reverse merger within the scope of IFRS 2, since SPAC does not meet the definition of a business in accordance with IFRS 3. Under this method of accounting, SPAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of GOWell issuing stock for the net assets of SPAC, accompanied by a recapitalization. The net assets of SPAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of GOWell.

This determination was primarily based on the current shareholders of GOWell having a majority of the voting power of the post-combination company, GOWell’s senior management comprising all of the senior management of the post-combination company, the relative size of GOWell compared to SPAC, and GOWell’s operations comprising the ongoing operations of the post-combination company.

Appraisal Rights

The Cayman Companies Act prescribes when shareholder appraisal or dissenters’ rights will be available and sets limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise Redemption Rights, as set out herein. For more information, see the section of this proxy statement/prospectus entitled “Proposal No. 2 — The Merger Proposal — Appraisal Rights under the Cayman Companies Act”.

Proxy Solicitation

SPAC is soliciting proxies on behalf of the SPAC Board. This solicitation is being made by mail but also may be made by telephone or in person. SPAC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. SPAC will file with the SEC all scripts and other electronic communications as proxy soliciting materials. SPAC will bear the cost of the solicitation.

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SPAC has engaged Sodali & Co. to assist in the solicitation process and will pay Sodali & Co. a fee of $17,500, plus disbursements.

SPAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. SPAC will reimburse them for their reasonable expenses.

Risk Factor Summary

In evaluating the Business Combination and the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially review and consider the matters addressed under the heading “Cautionary Statements Regarding Forward-Looking Statements” and the risk factors set forth in the section entitled “Risk Factors.” These risks include, but are not limited to, the summary included below.

Risk Related to Company’s Business and Industry

• A material or extended decline in expenditures by the oil and gas industry could significantly reduce our revenue and income in relation to purchases of cased hole and open hole equipment by service companies.

• We rely on a related party in China for manufacturing of certain traditional wireline logging equipment, and our planned migration of these operations may expose us to significant execution, geopolitical, and intellectual property risks.

• Customer defaults on payment obligations could lead to lost revenue and increased costs.

• Our operations and the use of our equipment are subject to severe hazards inherent in the energy industry, which may lead to catastrophic liabilities, and our insurance coverage or indemnities may be inadequate to protect us against all such risks.

• Competition within the energy tool and equipment industry may adversely affect our ability to market our services.

• We may not be able to satisfy technical requirements, testing requirements, or other specifications under contracts and contract tenders.

• Our business depends on our ability to attract and retain specialized skilled workers and key management personnel. Failure to do so could severely limit our growth, increase our operating expenses, and adversely affect our results of operations.

• High rates of global inflation, the occurrence of a recession and higher interest rates could have a material and adverse impact on our business, results of operations and financial condition.

• Delays in obtaining, or inability to obtain or renew, permits or authorizations by our customers for their operations could impair our business.

• We may incur indebtedness to execute our long-term growth strategy, which may reduce our profitability.

• Our results of operations and financial condition could be negatively impacted by changes in accounting principles.

• Adverse and unusual weather conditions may affect our operations.

• Certain products of ours require the use of radioactive sources or incorporate radioactive materials, which subject us and our customers to regulations, related costs and delays, and potential liabilities for injuries or violation of environmental and health and safety laws.

Risks Related to the International Operations and Regulations

• Operating a multinational business subjects us to significant political, economic, legal, and operational risks in those countries and territories in which we conduct business, which could materially and adversely affect our business, results of operations, and financial condition.

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• Our business is highly subject to complex domestic and international anti-corruption, sanctions, and export control laws and regulations, and non-compliance with such laws and regulations may subject us to criminal penalties or significant fines, reputational harm, and materially adverse financial effects.

• Compliance with environmental laws and regulations may adversely affect our business and results of operations.

• Changes in tax laws or tax rates, adverse positions taken by taxing authorities and tax audits could impact our operating results.

Risks Related to Intellectual Property and Technology

• We may need to defend ourselves against intellectual property infringement claims by third parties, which may be time-consuming and would cause us to incur substantial costs.

• As our patents may expire, our patent applications may not be granted, and our patent rights may be contested, our registered, issued, and applied-for intellectual property may not protect us effectively, limiting our ability to prevent others from developing or exploiting competing technologies.

• We depend on IT to conduct our business, and a failure of our IT systems or a cyberattack could adversely impact our business and lead to the loss or theft of proprietary data or personal information.

Risks Related to SPAC and the Business Combination

• Directors and officers of the SPAC, the Sponsors and their affiliates have interests in the Business Combination and the proposals described in this proxy statement/prospectus that are different from, or in addition to and/or in conflict with, those of the SPAC Shareholders generally.

• Past performance by the New Sponsor, our management team, and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in PubCo.

• The SPAC’s shareholders will experience dilution due to the issuance of PubCo Ordinary Shares and securities convertible into PubCo Ordinary Shares in the Business Combination and PIPE Investments.

• PubCo’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

• The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares could increase the probability that the Business Combination will be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares.

Risks Related to the Post-Business Combination Company

• Subsequent to the consummation of the Business Combination, PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on PubCo’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

• There can be no assurance that the PubCo Ordinary Shares issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing.

• The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the Business Combination or PubCo’s future results.

• Geopolitical conflicts involving Iran, military actions in the Middle East, and the war in Ukraine may adversely affect global economic conditions and cause significant volatility in the trading price of PubCo Ordinary Shares.

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General Risk Factors

• PubCo, as a “foreign private issuer” within the meaning of the rules of Nasdaq, is permitted to follow certain home country corporate governance practices and to rely on certain exemptions from Nasdaq corporate governance requirements that may afford less protection to shareholders than they would enjoy if PubCo complied fully with the Nasdaq Stock Market corporate governance listing standards.

• PubCo will qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such PubCo is exempt from certain provisions applicable to United States domestic public companies.

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RISK FACTORS

SPAC Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, including the financial statements and notes to the financial statements included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. These risks could have a material adverse effect on the business, results of operations or financial condition of SPAC, the Company, or PubCo following the Business Combination and could adversely affect the trading price of PubCo Ordinary Shares. Further, the occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of PubCo following the Business Combination.

Risks Related to GOWell

Unless the context otherwise requires, all references to the “Company,” “GOWell,” “we,” “us” or “our” refer GOWell Technology Limited, a Cayman Islands exempted company, and its subsidiaries prior to the consummation of the Business Combination and refer to GOWell Energy Technology, a Cayman Islands exempted company and its subsidiaries (including GOWell Technology Limited) immediately following the consummation of the Business Combination.

Risks Related to Our Business and Our Industry

A material or extended decline in expenditures by the oil and gas industry could significantly reduce our revenue and income in relation to purchases of cased hole and open hole equipment by service companies.

Part of our business depends upon the condition of the oil and gas industry and, in particular, the willingness of oil and gas companies to make capital expenditures on wireline integrity operations. The level of capital expenditure is generally dependent on the prevailing view of future oil and gas prices, which are influenced by numerous factors affecting the supply and demand for oil and gas, including:

• worldwide macroeconomic activity;

• the level of exploration and production activity;

• interest rates and the cost of capital;

• environmental regulation;

• government initiatives to promote the use of renewable energy sources and public sentiment and consumer demand regarding renewable energy and electric vehicles;

• federal, state and foreign policies regarding exploration and development of oil and gas;

• the ability and/or desire of OPEC+ and other major producers to set and maintain production levels and pricing;

• governmental regulations regarding future oil and gas exploration and production;

• the cost of exploring and producing oil and gas;

• technological advances affecting energy consumption;

• the cost of developing alternative energy sources;

• the availability, expiration date and price of onshore and offshore leases;

• the discovery rate of new oil and gas reserves in onshore and offshore areas;

• the success of drilling for oil and gas in unconventional resource plays such as shale formations;

• alternative opportunities to invest in onshore exploration and production opportunities;

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• technological advances and new techniques that render drilling more efficient or reduce demand for, and production of, fossil fuels; and

• weather conditions and natural disasters.

Oil and gas prices and the level of drilling and production activity have been characterized by significant volatility in recent years. Worldwide military, political and macroeconomic events have contributed to crude oil and natural gas price volatility and are likely to continue to do so in the future. In addition, the effects of global health epidemics and concerns, such as the COVID-19 pandemic, has materially impacted demand for crude oil and natural gas which has contributed to further price volatility.

We expect continued pressure in both crude oil and natural gas prices, as well as in the level of drilling and production related activities, particularly as they relate to offshore activities. Even during periods of high prices for oil and natural gas, companies exploring for oil and gas may cancel or curtail programs, seek to renegotiate contract terms, including the price of our products and services, or reduce their levels of capital expenditures for exploration and production for a variety of reasons. These risks are greater during periods of low or declining commodity prices.

While our business is less exposed to oil price fluctuations than other companies in the market by means of our leasing and revenue sharing models, which fall outside of a service companies’ capital expenditure processes, we may expect nonetheless an impact on our revenue stream.

We rely on a related party in China for manufacturing of certain traditional wireline logging equipment, and our planned migration of these operations may expose us to significant execution, geopolitical, and intellectual property risks.

Our ability to meet customer demand for our traditional wireline logging equipment sales and leasing lines has historically been dependent on the manufacturing output of Xi’an Gewei, a related party facility in Xi’an, China. This facility currently supplies the majority of our traditional wireline logging equipment and does not manufacture for third parties. While we believe these transactions are conducted on an arm’s-length basis, we are currently undertaking a strategic initiative to migrate these operations to our wholly owned facilities in Dubai, Singapore, and to fully owned subsidiaries in the PRC. For example, we have manufactured certain of our traditional wireline logging equipment in our Dubai facility since 2024 and have expanded such operations with a new facility in Dubai and a Singapore facility specifically designed for the purpose of manufacturing our traditional wireline logging equipment. This expansion mirrors the capacity at Xi’an Gewei, and we retain the flexibility to adjust the output of Xi’an Gewei, should it become commercially advantageous to shift production to the new Dubai and Singapore facility. As such, we are both increasing our capacity in order to accommodate future growth and we are diversifying our supply chain to mitigate risk. Furthermore, we expect to achieve cost savings as the manufacturing profits from Xi’an Gewei will be internalized within the Company by relocating such activities to our fully owned subsidiaries in the PRC. However, this transition period exposes us to a unique combination of risks stemming from our continued interim partial reliance on a related party and the operational challenges of moving production, specifically:

• Execution and transition risk of manufacturing migration: We are migrating the manufacturing of these tools from the related-party Xi’an facility to a combination of a new Dubai facility, a new Singapore facility and our fully integrated, wholly owned subsidiaries in China over the next year. This large-scale operational transition is complex and carries significant risks, including: (i) delays or cost overruns that exceed our current forecasts; (ii) disruption to our current production levels and ability to fulfill orders during the transition period; and (iii) failure to successfully transfer and certify the necessary operational processes and quality control systems to the new facilities.

• Geopolitical and trade risk: Until the manufacturing migration is complete, our supply chain remains fully exposed to the risk of escalated trade tensions between the U.S. and China. Any imposition of new or increased tariffs, export controls, or sanctions could significantly increase our cost of goods sold, disrupt the flow of components and finished products to our global hubs, and materially harm our ability to service international contracts. Furthermore, political, or regulatory actions within China, such as mandated factory shutdowns, could severely limit our primary source of product supply.

• Intellectual property transition risk: Our related party in Xi’an currently houses an engineering team specializing in product development, sustaining engineering, and software design that collaborates closely with manufacturing. We expect this engineering team to migrate to our new integrated subsidiaries in

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China by the end of December 2026. The transition of this team and the associated intellectual property, especially proprietary software, and engineering know-how creates a risk of disruption, delay, and the potential for IP leakage during the period the engineering team remains at the related-party facility while the new structure is established.

• Supply chain concentration risk: While we are currently diversifying and expanding our existing manufacturing portfolio with new facilities in Dubai and Singapore, we continue to rely on the Xi’an facility for the manufacturing of the majority of our traditional wireline logging equipment and our manufacturing operations remain vulnerable to localized disasters, operational failures, or labor disputes at the Xi’an site until these expansions are fully complete and operational.

Our reliance on equipment leasing exposes us to asset utilization risks, which can increase depreciation and reduce profitability during periods of industry contraction.

A material portion of our revenue is generated through leasing and renting high-cost, specialized wireline logging tools and equipment. This model provides an alternative to outright ownership for our customers (primarily service companies) who may face capital constraints. However, this business model creates significant exposure to changes in the upstream oil and gas industry’s capital expenditure cycles.

If customer activity declines, particularly during an industry downturn, the utilization rate of our equipment inventory will decrease. When our expensive equipment sits idle, it will continue to incur significant costs, including scheduled maintenance, storage, and, most critically, depreciation expense. This will result in a negative impact on our operating margins and cash flow. Furthermore, a sustained period of low utilization could lead us to record material asset impairment charges if the fair value of our leasing fleet falls below its carrying value.

Customer defaults on payment obligations could lead to lost revenue and increased costs.

Since some of our leasing customers may be capital-constrained, they may pose an increased risk of defaulting on their payment obligations during an industry recession. Such customer defaults on payment obligations could lead to lost revenue and increased costs. Our financial performance depends significantly on the timely payment of invoices by our customers. There is a risk that one or more of our customers may default on their payment obligations. This could be due to their financial difficulties, disputes over the quality or delivery of services, or other reasons. Customer defaults could result in lost revenue and increased costs due to the need for debt collection efforts or legal proceedings. This could negatively impact our financial performance and cash flow.

The loss of one or more significant customers could have an adverse impact on our financial results.

Our principal customers are major integrated service companies and large independent and foreign national oil and gas companies throughout the world. In 2025 and 2024, our top 10 customers represented approximately 57% and 58% of total revenues, respectively. SLB Limited (SLB N.V.) (formerly Schlumberger) (“SLB”), for all locations, individually accounted for approximately 25% and 25% of total revenues in 2025 and 2024, respectively.

SLB is one of the largest energy technology companies in the world and operates in substantially all major oil and gas basins globally. We provide equipment and services to SLB through both sales and leasing arrangements, with pricing and commercial terms governed by a global Master Services Agreement (the “MSA”). The MSA establishes the general terms and conditions applicable to our transactions with SLB and its affiliates, including pricing mechanisms, ordering procedures, warranties, KPIs, conflict resolution and other customary provisions. The MSA does not contain minimum purchase commitments or exclusivity obligations and contains termination provisions that include termination for convenience by SLB upon sixty (60) days’ notice, termination for cause upon specified default or compliance events, termination in connection with insolvency proceedings, and termination upon extended force majeure. Notwithstanding the existence of a global MSA, our business with SLB is conducted through numerous local SLB legal entities across multiple jurisdictions. Revenues attributable to SLB are therefore derived from separate contractual arrangements and purchase orders with geographically dispersed SLB affiliates that differ in their operational requirements and demand for specific well logging technologies.

On October 21, 2024, the Company entered into a framework agreement (the “SLB Framework Agreement”) with Schlumberger Oilfield Holdings Limited and Schlumberger Technology Corporation (together, the “SLB Affiliates”), subsidiaries of SLB. Pursuant to the SLB Framework Agreement, the SLB Affiliates granted the Company a license to

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manufacture a tool associated with SLB (the “SLB Tool”). The Company is permitted to lease or sell the SLB Tool to the SLB Affiliates and to sell the SLB Tool to third parties, subject to the payment of royalties based on an agreed-upon royalty structure. The SLB Framework Agreement sets forth the principal terms relating to the scope of the license, manufacturing obligations, pricing and commercial terms, royalty payments and other customary provisions. As of the date of this prospectus, the Company has not generated any revenue under the SLB Framework Agreement.

Although a significant portion of our revenues is derived from SLB on an aggregate basis, management does not believe that the Company is substantially dependent on any single agreement or individual SLB legal entity. In addition, since SLB has the lion’s share of the wireline market, it is a stable and dominant player. However, the loss of SLB as a customer in its entirety, or a significant reduction in business from SLB, could have a material adverse effect on our results of operations, financial condition and cash flows.

The loss of one or more of our significant customers, failure to renew contracts upon expiration, or a sustained decrease in demand by one or more of our key customers could have an adverse effect on our results of operations, financial position, and cash flows.

Our operations and the use of our equipment are subject to severe hazards inherent in the energy industry, which may lead to catastrophic liabilities, and our insurance coverage or indemnities may be inadequate to protect us against all such risks.

The performance of our wireline logging and data interpretation services, and the use of our specialized equipment in hydrocarbon and geothermal wells, subjects us to numerous severe operating hazards, which are commonly found in the energy industry. These risks are amplified because our equipment is designed to operate in high-temperature and high-pressure environments, and they include, but are not limited to, blowouts, explosions, fires, equipment malfunctions, surface cratering, uncontrolled flows of gas or well fluids, pipe failures, and environmental contamination (such as oil spills or releases of hazardous substances).

A failure of our equipment, installation errors, or a failure by our customers to properly maintain or operate the equipment, could result in serious personal injury, fatalities, severe damage to property and natural resources, and significant environmental damage. The existence, frequency, and severity of such incidents could affect operating costs, insurability, and relationships with customers, employees, and regulators. Our customers may elect not to purchase our products or services if they view our safety record as unacceptable, experience material defects in our products, or have performance issues, which could cause us to lose customers and substantial revenue. In addition, any litigation or claims, even if fully indemnified or insured, could harm our reputation with our customers and the public, as well as make it more difficult for us to compete effectively or obtain adequate insurance in the future.

In addition to general industry hazards, a small number of our open-hole equipment for sale contain sealed, low-grade radioactive sources. Although we rely on third parties for the transport and delivery of these sources to purchasing clients, we are subject to a variety of laws and regulations in different countries related to the handling and transportation of such radioactive materials. Failure to comply with these requirements could have a material adverse effect on our open-hole business.

While we rely on customer indemnifications, generally, and maintain third-party insurance coverage, our insurance may not be sufficient to cover the full extent of any losses or liabilities we may incur. Our policies are subject to deductibles, limits, and exclusions that could leave us financially responsible for catastrophic claims. Furthermore, insurance may no longer be available to us, or its availability may be at premium levels that do not justify its purchase. We could incur substantial uninsured claims, and our customers may be unable to satisfy the indemnification claims against them, any of which could have a material adverse effect on our ability to conduct normal business operations and on our financial condition.

Competition within the energy tool and equipment industry may adversely affect our ability to market our services.

The energy equipment industry is highly competitive and fragmented. The number of equipment companies active in a given market may exceed the corresponding demand therefor, which could result in active price competition. Some energy companies prioritize prices when choosing to contract with an equipment company, which may further increase competition based primarily on price. In addition, adverse market conditions lower demand for drilling equipment, which results in excess equipment and lower utilization rates. If market conditions in our operating areas deteriorate from current levels or if adverse market conditions persist, the prices we are able to charge, and utilization rates may

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decline. Moreover, our customers may choose to purchase or rent some or all of the equipment that they typically purchase or rent from us, from our competitors, thereby reducing the volume of business that we conduct with such customers. Any significant future increase in overall market capacity for the equipment or services that we offer could adversely affect our business, results of operations, and cash flows.

In addition, some of our competitors are diversified multinational companies with substantially larger operating staffs and greater capital resources than ours and which have been engaged in the manufacturing business for a much longer time than us. Many of our larger competitors provide customers cost advantages as a result of their economies of scale, their ability to obtain volume discounts, and purchase raw materials at lower prices. As a result, such competitors may have stronger bargaining power with their suppliers and therefore have an advantage over us in pricing as well as securing a sufficient supply of raw materials during shortages. Many of our competitors also have better brand name recognition, a stronger presence in more geographic markets, more established distribution networks, larger customer bases, and the ability to provide a broader array of products and services. Some of our competitors may also be able to devote greater resources to the research and development, promotion, and sale of their products and services, and better withstand the evolving industry standards and changes in market conditions as compared to us. If these competitors substantially increase the resources they devote to developing and marketing competitive products and services, we may not be able to compete effectively. Similarly, consolidation among our competitors could enhance their product and service offerings as well as their financial resources, further intensifying competition.

New technology may cause us to become less competitive.

New technology that enhances the functionality, performance, reliability, and design of downhole equipment currently on the market may become prevalent in the OFS industry, and as a result, we may face difficulty selling and leasing such equipment to our customers. Although we believe our current products and services give us a competitive advantage, if competitors develop products and services that are more technically advanced than ours, we may lose market share or be placed at a competitive disadvantage. Further, we may face competitive pressure to acquire certain new equipment at a substantial cost. Some of our competitors have greater financial, technical and personnel resources that may allow them to enjoy various competitive advantages in the acquisition of new equipment. We cannot be certain that we will be able to continue to acquire new equipment or convert our existing equipment to meet new performance requirements. Such an inability may have a material adverse effect on our business, results of operations and cash flows (including a reduction in the value of assets), and the rates that may be charged for their sale or lease.

We may fail to identify, complete, or successfully integrate acquisitions, divestitures, or investments, which could divert management resources, disrupt our business, and materially and adversely affect our results of operations and financial condition.

As part of our business strategy and to remain competitive, we continually evaluate acquiring or making investments in complementary companies, products, or technologies, and may also pursue the sale of assets or businesses. We may be unable to find suitable acquisition candidates or complete such transactions on favorable terms. Furthermore, these transactions may not result in the anticipated benefits, such as realization of cost savings, creation of efficiencies, offering of new products or services, or achievement of expected growth.

If we complete acquisitions, we face numerous risks, including the possibility that:

• Integration Challenges:    We may not be able to successfully integrate the acquired operations, technologies, products, or employees into our existing business and internal controls, which could require significant time and resources and divert management’s attention from the operation of our core business.

• Financial Impact:    We may incur significant expenses, substantial debt (if financed by borrowing), or dilution (if financed by issuing Ordinary Shares) and may not accurately forecast the financial impact of the transaction, including unforeseen accounting charges, tax liabilities, or exposure to undisclosed contractual obligations or legal claims.

• Due Diligence Failures:    The due diligence conducted prior to an acquisition may fail to uncover material issues, such as security vulnerabilities, regulatory non-compliance, or intellectual property infringement, which could expose us to significant financial or legal liabilities.

• Market Perception:    The acquisition could be viewed negatively by our existing customers or create unexpected competition from market participants.

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Any failure to successfully execute, integrate, or realize the benefits expected from acquisitions, or any adverse impact resulting from dispositions or investments, could have a material adverse effect on our financial condition, results of operations, and cash flows.

We may not be able to satisfy technical requirements, testing requirements, or other specifications under contracts and contract tenders.

Our products are used in a variety of ecosystems including deepwater, harsh environments and high temperature wells. Our contracts with customers and customer requests for bids typically set forth detailed specifications or technical requirements for our products and services, which may also include extensive testing requirements. We anticipate that such testing requirements will become more common in our contracts. We cannot assure you that our products will be able to satisfy the specifications or that we will be able to perform the full-scale testing necessary to prove that the product specifications are satisfied in future contract bids or under existing contracts, or that the costs of modifications to our products to satisfy the specifications and testing will not adversely affect our results of operations. If our products are unable to satisfy such requirements, or we are unable to perform any required full-scale testing, our customers may cancel their contracts and/or seek new suppliers, and our business, results of operations, cash flows or financial position may be adversely affected.

Our business depends on our ability to attract and retain specialized skilled workers and key management personnel. Failure to do so could severely limit our growth, increase our operating expenses, and adversely affect our results of operations.

The delivery of our highly specialized wireline logging products and services, as well as the execution of our technology-driven strategy, requires personnel with specialized skills and extensive industry experience, particularly in our R&D centers in Houston and Norway. Our ability to sustain or expand our operations and maintain our competitive position depends heavily on our ability to attract and retain these highly skilled workers and specific key managers and employees.

The demand for specialized wireline talent is high and often cyclical, and the cost to attract and retain qualified personnel has been increasing, particularly in key oil and gas producing regions. In addition, the competition for qualified personnel in the energy industry is intense and there can be no assurance that we will be able to continue to attract all personnel necessary for the development and operation of our business. If we are unable to employ and retain a sufficient number of skilled workers in a cost-effective manner, our ability to respond quickly to customer demands and market conditions may be inhibited, leading to increased expenses, decreased productivity, and limited growth, which may impact our results of operations.

Furthermore, we are dependent on the continuing services of a limited number of key executive and technical personnel. The unexpected loss or inability to replace any key employee, particularly those leading our proprietary technology development or data interpretation services, could disrupt our operations, hinder our ability to successfully implement our strategy, and severely impact our market share. We may not be able to find suitable replacements for these individuals on a timely basis or on financially favorable terms.

We depend on third-party suppliers for timely deliveries of materials, and our results of operations could be adversely affected if we are unable to obtain adequate supplies in a timely manner.

Our manufacturing operations depend upon obtaining adequate supplies of materials from third parties. The ability of these third parties to deliver materials may be affected by events beyond our control, such as pandemics, geopolitical conditions, weather conditions, and natural disasters. Restrictions or disruptions of transportation related to any of these events, including reduced availability of air transportation, port closures, and increased border controls or closures, may result in higher costs and delays, both on obtaining raw materials and shipping finished goods to customers. Any interruption or increased costs in the supply of materials needed to manufacture our products could adversely affect our business, results of operations and reputation with our customers.

High rates of global inflation, the occurrence of a recession and higher interest rates could have a material and adverse impact on our business, results of operations and financial condition.

Our business and financial condition have been, and we believe will continue to be, impacted by adverse and uncertain macroeconomic conditions, including inflation, interest rates, fluctuations or volatility in capital markets or foreign currency exchange rates, the threat of new or increased tariffs, escalating trade tensions and changes in

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trade agreements, and geopolitical events around the world, such as the impact from recent U.S. tariff activity as well as ongoing conflicts between Russia and Ukraine and in the Middle East. In recent years, the global markets experienced, higher rates of inflation as a result of several factors, including in the form of increased costs pertaining to labor, materials and overhead. Inflation rates in the U.S. significantly increased in recent years resulting in action by the U.S. federal government to increase interest rates, adversely affecting capital markets activity. Interest rates are sensitive to factors that are beyond our control, including domestic and international economic conditions, including inflation, and the policies of various governmental and regulatory agencies, including the Federal Reserve Board in the United States (the “Federal Reserve”). Interest rates may remain at current levels for the near-term, and this new interest rate environment could materially and adversely affect our business, the counterparties with which we interact and the global economy at large.

While we experienced increases in the cost of labor and materials, we believe that our financial condition and results of operations have thus far not been materially impacted by inflationary pressures. However, to the extent the current rates of inflation and shifts in fiscal and monetary policy result in prolonged and slower growth or a recession, it could have a material and adverse effect on the demand for our products and services and, in the process, our business, results of operations and financial condition as a whole, including with respect to our ability to maintain current levels of gross margin and general and administrative expenses as a percentage of total revenue. Moreover, in the event that a global recession was to occur, it could adversely impact the critical counterparties that we engage, including in the form of a decrease in the products and services they seek to obtain from us. Relatively high interest rates will increase cost of capital and the cost of borrowings for any other corporate purpose. As a result, if we need or seek significant borrowings and interest rates remain elevated or increase, the cost of such borrowing to us could be significant, which may have a significant adverse impact on our financial condition and results of operations. We continue to monitor our operations and will seek to take appropriate actions to mitigate the potential impact of heightened inflation on our business. Nevertheless, there can be no assurances that we will be successful in doing so, if at all.

Delays in obtaining, or inability to obtain or renew, permits or authorizations by our customers for their operations could impair our business.

Our customers are required to obtain permits or authorizations from one or more governmental agencies or other third parties to perform drilling and completion activities, including hydraulic fracturing. Such permits or approvals are typically required by state agencies but can also be required by federal and local governmental agencies or other third parties. The requirements for such permits or authorizations vary depending on the location where such drilling and completion activities will be conducted. As with most permitting and authorization processes, there is uncertainty as to whether a permit will be granted, the time it will take for a permit or approval to be issued and the conditions which may be imposed in connection with the granting of the permit. In some jurisdictions, regulatory authorities have delayed or suspended the issuance of certain permits or authorizations while the potential environmental impacts associated with issuing such permits can be studied and appropriate mitigation measures evaluated.

Additionally, while certain developments in 2025 indicate a policy shift in favor of oil and gas production in select markets that we operate in, additional regulatory action is required to implement these changes. Such regulatory actions may be challenged through the administrative process or in civil litigation, which could result in implementation delays or a need to take further regulatory action. Even if these regulatory actions are finalized, individual permitting and authorization actions may be challenged, creating additional uncertainty.

Our customers’ industries are undergoing continuing consolidation that may impact our results of operations.

The energy industry is rapidly consolidating and, as a result, some of our largest customers have consolidated and are using their size and purchasing power to seek economies of scale and pricing concessions. This consolidation may result in reduced capital spending by some of our customers or the acquisition of one or more of our primary customers, which may lead to decreased demand for our products and services. We cannot assure you that we will be able to maintain our level of sales to a customer that has consolidated or replace that revenue with increased business activity with other customers. As a result, the acquisition of one or more of our primary customers may have a significant negative impact on our results of operations, financial position, or cash flows. We are unable to predict what effect consolidation in the industry may have on price, capital spending by our customers, our selling strategies, our competitive position, our ability to retain customers, or our ability to negotiate favorable agreements with our customers.

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Oilfield anti-indemnity provisions enacted by many states and countries may restrict or prohibit a party’s indemnification of us.

We typically enter into agreements with our customers governing the provision of our services, which usually include certain indemnification provisions for losses resulting from operations. Such agreements may require each party to indemnify the other against certain claims regardless of the negligence or other fault of the indemnified party. However, many states in the U.S. place limitations on contractual indemnity agreements, particularly agreements that indemnify a party against the consequences of its own negligence. Furthermore, certain states, including Louisiana, New Mexico, Texas, and Wyoming, have enacted statutes generally referred to as “oilfield anti-indemnity acts” expressly prohibiting certain indemnity agreements contained in or related to OFS agreements. For our U.S. operations, such oilfield anti-indemnity acts may restrict or void a party’s indemnification of us, which could have a material adverse effect on our business, results of operations and cash flows.

We may incur indebtedness to execute our long-term growth strategy, which may reduce our profitability.

Maintaining growth requires significant capital. We may require additional capital in the future to maintain our growth trajectory. For the years ended December 31, 2025 and 2024, we spent $8.5 million, and $6.2 million, respectively, to purchase property, plant and equipment (“PPE”). The Company disposed of PPE with original cost of $1.7 million and $4.0 million, for the years ended December 31, 2025 and 2024, respectively. Therefore, net capital additions were $6.8 million and $2.1 million, for the years ended December 31, 2025 and 2024, respectively. The large volume of disposals is derived from sales of leasing assets. These sales typically occur to fill an urgent need for a customer or due to “lost-in-hole” and other damage incurred by the customer. This damage or loss results in a purchase at the estimated fair-market-value of the equipment, which is set contractually based upon our price book and the age of the equipment. Historically, we have financed these investments through cash flows from operations and external borrowings. These sources of capital may not be available to us in the future. If we are unable to fund capital expenditures for any reason, we may not be able to capture available growth opportunities or effectively maintain our existing assets and any such failure could have a material adverse effect on our business, results of operations and financial condition. If we incur additional indebtedness, our profitability may be reduced.

We may not be able to manage our growth successfully.

The growth of our operations will depend upon our ability to expand our customer base in our existing markets and to enter new markets in a timely manner at reasonable costs, organically or through acquisitions. In order for us to recover expenses incurred in entering new markets and obtaining new customers, we must attract and retain customers on economic terms and for extended periods. Customer growth depends on several factors outside of our control, including economic and demographic conditions, such as population changes, job and income growth, housing starts, new business formation and the overall level of economic activity. We may experience difficulty managing our growth, integrating new customers and employees, and complying with applicable regulations. Expanding our operations also may require continued development of our operating and financial controls and may place additional stress on our management and operational resources. We may be unable to manage our growth and development successfully.

A failure of our information technology infrastructure and cyberattacks could adversely impact us.

We depend on our information technology (“IT”) systems for the efficient operation of our business. Accordingly, we rely upon the capacity, reliability and security of our IT hardware and software infrastructure and our ability to expand and update this infrastructure in response to our changing needs. Despite our implementation of security measures, our systems are vulnerable to damage from computer viruses, natural disasters, incursions by intruders or hackers, failures in hardware or software, power fluctuations, cyber terrorists, and other similar disruptions.

Additionally, we rely on third parties to support the operation of our IT hardware and software infrastructure, and in certain instances, utilize web-based applications. These third parties may be subject to IT failures or cyberattacks. We also provide proprietary and client data to certain third parties, and such third parties may be the subject of IT failures or cyberattacks. The failure of our IT systems or those of our vendors or third parties to whom we disclose certain information to perform as anticipated for any reason or any significant breach of security could disrupt our business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, inappropriate disclosure of confidential and proprietary information, loss or unauthorized access to personal information, reputational harm, increased overhead costs relating to implementing cybersecurity controls and

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practices, and loss of important information, which could have a material adverse effect on our business and results of operations. In addition, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.

Our results of operations and financial condition could be negatively impacted by changes in accounting principles.

The accounting for our business is subject to change based on the evolution of our business model, interpretations of relevant accounting principles, enforcement of existing or new regulations, and changes in policies, rules, regulations, and interpretations of accounting and financial reporting requirements of the SEC or other regulatory agencies. Adoption of a change in accounting principles or interpretations could have a significant effect on our reported results of operations and could affect the reporting of transactions completed before the adoption of such change. It is difficult to predict the impact of future changes to accounting principles and accounting policies over financial reporting, any of which could adversely affect our results of operations and financial condition and could require significant investment in systems and personnel.

Adverse and unusual weather conditions may affect our operations.

Our operations may be materially affected by severe weather conditions in areas where we operate. Severe weather, such as hurricanes, high winds and seas, blizzards, and extreme temperatures may cause evacuation of personnel, curtailment of services and suspension of operations, inability to deliver equipment to customers in accordance with contract schedules and loss of or damage to our equipment and facilities. In addition, variations from normal weather patterns can have a significant impact on demand for oil and natural gas, thereby reducing demand for our equipment and services.

Certain products of ours require the use of radioactive sources or incorporate radioactive materials, which subject us and our customers to regulations, related costs and delays, and potential liabilities for injuries or violation of environmental and health and safety laws.

Our open-hole Litho Density Logging Tool (“LDLT”) and Compensated Neutron Logging Tool (“CNLT”) incorporate radioactive sources (together the “R/A Sources”) as part of their operation. While we do not manufacture or transport the radioactive components, or otherwise directly handle the radioactive materials ourselves, we are responsible for coordinating the transportation of the R/A Sources to our customers. The R/A Sources are only available for purchase, they cannot be leased by customers. Revenue attributable to these tools is minimal and sporadic as they are usually sold as a component of a package of open-hole tools. In 2024 we sold one CNLT for $1.17 million.

The transportation of the tools, and particularly of the R/A Sources, are subject to federal, state, and local regulation in the U.S. and to regulations governing such transportation from country to country globally. The improper transportation of R/A Sources could result in direct or secondary liability, including penalties and fines, to us in the event of environmental contamination or physical injury. We are not responsible for storage, handling, use, or disposal of the R/A Sources, however we cannot eliminate the risk of accidental contamination or injury from those radioactive materials, nor can we control the practices of our customers. The sale and use of R/A Sources or materials could also lead to the filing of claims if someone were to allege injury from the use of one of our products or allege that one of our products was defective. Such a claim could result in substantial damages, be costly and time-consuming to defend, and adversely affect the marketability of our products and our reputation.

Risks Related to Our International Operations and Regulations

Operating a multinational business subjects us to significant political, economic, legal, and operational risks in those countries and territories in which we conduct business, which could materially and adversely affect our business, results of operations, and financial condition.

As a global provider of integrated wireline logging solutions, we derive a significant portion of our revenue from, and conduct substantial manufacturing and service operations in, numerous international markets. Instability and unforeseen changes in these global markets could materially and adversely affect the demand for, or supply of, our products and services. These risks are extensive and include, but are not limited to, the following: political instability and civil unrest, terrorist activities, military activity and international conflicts (including the ongoing conflicts between Russia and Ukraine and in the Middle East, and tensions concerning the U.S. and China relationship); nationalization

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and expropriation of assets; burdensome taxation and changes in tax laws or interpretations; limitations on our ability to repatriate income or capital; and foreign ownership restrictions. In particular, we maintain operations in Dubai, UAE, a regional hub that is geographically proximate to active conflict zones in the Middle East. The escalating tensions between the United States, Israel, and Iran, including the risk of direct military confrontation or Iranian proxy activity targeting Gulf region infrastructure, pose heightened risks to our Dubai operations, personnel, and regional supply chain, any of which could materially and adversely affect our ability to service our Middle East customer base.

Furthermore, operating internationally exposes us to economic and regulatory risks, such as adverse fluctuations in foreign exchange rates relative to the U.S. dollar, currency restrictions, trade protection measures, and potential changes in import or export licensing requirements, tariffs, duties, and quotas. Global economic conditions, including inflationary and recessionary markets and significant interest rate fluctuations, can also impact our customers’ capital spending and our ability to secure financing. We are also subject to various domestic and foreign regulations that restrict our operations, trade practices, and trade partners, violations of which could lead to material penalties. See the Risk Factor entitled “The imposition of new or increased international tariffs may have a material adverse effect on our business, financial condition and results of operations” for additional details.

Operational risks further arise from our global footprint, including transportation delays and interruptions, natural disasters and severe weather conditions, health epidemics or new pandemics, and supply disruptions in key oil-producing countries. Difficulties in integrating, staffing, and managing international operations, especially in developing markets where language, cultural, or regulatory barriers exist, may require a greater level of management attention and lead to higher operating costs. Efforts to expand globally may also require costly and time-consuming modification of our products to meet local requirements or preferences.

The imposition of new or increased international tariffs may have a material adverse effect on our business, financial condition, and results of operations.

Rising and unpredictable international tariffs, including any tariffs applied to goods traded between the U.S. globally, especially China, Mexico, Canada, and others, could materially and adversely affect our business and results of operations. The U.S. government has previously and now again recently imposed tariffs on certain foreign goods from a variety of countries and regions that it perceives as engaging in unfair trade practices. Foreign governments have imposed, and may impose in the future, retaliatory tariffs on goods that their countries import from the U.S. Such changes can make it difficult or costly for us to do business in, or import our products from, those countries. With certain tariff exclusions ending and with any new tariffs, it could further negatively impact global trade and economic conditions in many of the regions where we do business. It may also adversely impact demand for our products in certain locations. It may be time-consuming and costly for us to modify our business operations to adapt to or comply with such tariffs. If we become unable to recover a substantial portion of any increased tariff related costs, the recent or increased international tariffs could materially and adversely affect our business, financial condition, and results of operations.

Our business is highly subject to complex domestic and international anti-corruption, sanctions, and export control laws and regulations, and non-compliance with such laws and regulations may subject us to criminal penalties or significant fines, reputational harm, and materially adverse financial effects.

As a global company with operations and stocking points throughout the Americas, Europe, the Middle East, and Asia-Pacific, we are exposed to a variety of federal, state, local, and international laws and regulations relating to matters such as anti-bribery, anti-corruption, economic and trade sanctions and export controls. These include, but are not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”) and various international anti-bribery legislation, U.S., EU, UK and UN sanctions (including asset freeze/blocking sanctions, and sectoral and menu-based sanctions imposed on designated persons and individuals and certain of their affiliates), and the EAR. We also export items subject to export controls including those of the U.S. under the EAR and have obtained an EAR export license to ship certain third-party components. However, we have not, to-date, utilized this license.

Our policies, procedures, and programs may not always protect us from reckless or criminal acts committed by our employees or agents, particularly in high-risk jurisdictions, or require rescreening of all persons involved, directly or indirectly, in our transactions.

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Furthermore, the laws and regulations concerning import activity, export controls, and economic sanctions are complex and constantly changing. In particular, the U.S. government is frequently designating individuals and entities to the U.S. sanctions and export controls lists. These laws and regulations can also cause shipment delays and unscheduled operational downtime.

Violations of sanctions and export control laws and regulations are punishable by civil penalties, including fines, injunctions, asset seizures, debarment from government contracts (and termination of existing contracts) and revocations or restrictions of licenses, as well as criminal fines and imprisonment. Any non-compliance or violation of applicable laws, including by our directors, officers, employees, consultants, agents, or partners, could subject us to penalties and reputational damage and could have a material adverse effect on our business, financial condition and results of operations.

Compliance with environmental laws and regulations may adversely affect our business and results of operations.

Environmental laws and regulations in the United States and foreign countries may affect the services we provide and the equipment we manufacture, sell, lease, and service, as well as the facilities we own, lease, or operate. Such laws and regulations also impact the oil and gas industry more broadly, thereby potentially impacting demand for our products and equipment. For example, we may be affected by such laws as the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Clean Air Act and the Occupational Safety and Health Act, among others. Further, our customers may be subject to a range of laws and regulations governing hydraulic fracturing, drilling, and greenhouse gas emissions, which could impact demand for our products and services.

We are required to invest financial and managerial resources to comply with environmental laws and regulations and believe that we will continue to be required to do so in the future. Failure to comply with these laws and regulations may result in the assessment of administrative, civil, and criminal penalties, the imposition of remedial and mitigation obligations, and the issuance of orders enjoining operations. These laws and regulations, as well as the finalizing of other new laws and regulations affecting our operations or the exploration and production and transportation of crude oil and natural gas by our customers, could adversely affect our business and operating results by increasing our costs of compliance, increasing the costs of compliance and costs of doing business for our customers, limiting the demand for our products and services, or restricting our operations. Increased regulation or a move market shift away from the use of fossil fuels caused by additional regulation could also reduce demand for our products and services.

Existing or future laws, regulations, treaties, or international agreements related to greenhouse gases, climate change, or alternative energy sources could have a negative impact on our business and may result in additional compliance obligations that could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.

Changes in or the adoption or enactment of laws, regulations, treaties, or international agreements related to greenhouse gas emissions, climate change, or alternative energy sources, including changes that may make it more expensive to explore for and produce oil and natural gas, may negatively impact demand for our services and products. International, national, state, and local governments and agencies in areas in which we conduct business continue to evaluate, and in some instances adopt, climate-related legislation and other regulatory initiatives that would impact emissions of greenhouse gases by our customers.

We closely follow developments in this area, including changes in the global regulatory landscape at both the federal and local levels in the markets in which we operate. We cannot predict, however, if, how or when such changes may be implemented or ultimately impact our business. Since our business depends on activity in the oil and natural gas industry, existing or future laws, orders, regulations, treaties, or international agreements related to greenhouse gas emissions or climate change, including incentives to conserve energy or use alternative energy sources, may reduce demand for oil and natural gas and could have a negative impact on our business. The efforts we have taken, and may undertake in the future, to respond to these evolving or new regulations and to environmental initiatives of customers, investors, and others may increase our costs. These and other environmental requirements could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.

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Changes in tax laws or tax rates, adverse positions taken by taxing authorities and tax audits could impact our operating results.

We are subject to the jurisdiction of numerous domestic and foreign taxing authorities. Changes in tax laws or tax rates, the resolution of tax assessments or audits by various tax authorities could impact our operating results. In addition, we may periodically restructure our legal entity organization. If taxing authorities were to disagree with our tax positions in connection with any such restructurings, our effective income tax rate could be impacted. The final determination of our income tax liabilities involves the interpretation of local tax laws, tax treaties and related authorities in each taxing jurisdiction, as well as the significant use of estimates and assumptions regarding future operations and results and the timing of income and expenses. In the future, we may be audited and receive tax assessments from taxing authorities that may result in assessment of additional taxes that are ultimately resolved with the authorities or through the courts. We believe these assessments may occasionally be based on erroneous and even arbitrary interpretations of local tax law. Resolution of any tax matter involves uncertainties and there are no assurances that the outcomes will be favorable. If U.S. or foreign tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operating may be adversely impacted.

As a result of plans to expand our business operations, including to jurisdictions in which tax laws may not be favorable, our obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect our after-tax profitability and financial results.

Our effective tax rates may fluctuate widely in the future, particularly if our business expands domestically or internationally. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under IFRS, changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect our future effective tax rates include but are not limited to: (a) changes in tax laws, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) pre-tax operating results of our business.

Additionally, we are subject to significant income, withholding, and other tax obligations in many jurisdictions, including the U.S., with respect to income, operations and subsidiaries related to those jurisdictions. Our after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of stock-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions, and (i) the ability to structure business operations in an efficient and competitive manner. Outcomes from audits or examinations by taxing authorities could have an adverse effect on our after-tax profitability and financial condition. Additionally, the Internal Revenue Service (“IRS”) and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If we do not prevail in any such disagreements, our profitability may be affected.

Our after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices, and principles, judicial decisions, and interpretations thereof, in each case, possibly with retroactive effect.

Risks Related to Intellectual Property and Technology

We may need to defend ourselves against intellectual property infringement claims by third parties, which may be time-consuming and would cause us to incur substantial costs.

Entities or individuals, including our competitors, may own or obtain patents, copyrights, trademarks, or other intellectual property rights that could prevent, limit, or interfere with our ability to make, use, develop, sell, or market our products, services, or technologies, which could make it more difficult for us to operate our business. From

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time to time, we may receive communications from intellectual property right holders alleging our infringement, misappropriation, or other violation of their proprietary rights. Companies owning patents or other intellectual property rights may file suits alleging infringement of such rights or otherwise assert their rights and invite us to license their intellectual property. Our applications and uses of intellectual property relating to our design, technologies or software could be found to infringe on existing third-party intellectual property rights. If it is determined that we have infringed on a third party’s intellectual property rights, we may be required, without limitation, to do one or more of the following:

• cease selling or incorporating certain components into our products or services, or offering products or services that incorporate or use the allegedly infringing intellectual property;

• pay substantial damages;

• seek a license to use the allegedly infringed intellectual property from its owner(s), which may not be available on reasonable terms or at all;

• redesign our products; or

• establish and maintain alternative branding for our products and services.

In the event of a successful infringement claim against us and/or our failure or inability to obtain a license for the allegedly infringed technology or other intellectual property right, our business, financial condition, results of operations, and prospects could be materially and adversely affected. In addition, parties asserting the infringement claim may also obtain an injunction that may prevent us from selling our products or using technology that contains the allegedly infringing components. Any litigation or claims, whether or not valid or successful, could result in substantial costs, negative publicity, and diversion of resources and management attention.

As our patents may expire, our patent applications may not be granted, and our patent rights may be contested, our registered, issued, and applied-for intellectual property may not protect us effectively, limiting our ability to prevent others from developing or exploiting competing technologies.

As of the date of this proxy statement/prospectus, we own twelve (12) issued U.S. patents, two (2) issued Norwegian patents and one (1) pending U.S. patent application. We cannot guarantee that all of our pending patent applications will be issued or that the rights granted under any issued patents will provide us with meaningful protection or competitive advantages. Even if granted, our patents may be contested, circumvented, or invalidated in the future, and the claims covering such patents may not be broad enough to prevent others from developing similar or competing technologies. It is also possible that the intellectual property rights of others could bar us from licensing and exploiting our patents. If any of our existing issued patents or pending patent applications are successfully challenged, our ability to prevent others from developing or exploiting competing technologies would be materially and adversely affected.

If we are unable to adequately protect our unpatented proprietary technologies, trade secrets, processes, and know-how, our competitive position may be harmed, resulting in a loss of revenue or significant litigation costs.

In addition to our patented technologies, we rely on our proprietary information, trade secrets and other confidential information to protect our intellectual property rights that we believe are best protected through contractual means, particularly information concerning software, sustaining engineering, and proprietary processes developed by our R&D teams. We generally seek to protect such confidential or proprietary information by entering into confidentiality and non-disclosure agreements with our employees, consultants, manufacturers, and other third parties. Nevertheless, such agreements may be breached or fail to prevent unauthorized disclosure or use of our confidential or proprietary information, or may be difficult to enforce in certain international jurisdictions, particularly in China, where our related-party manufacturing and R&D activities are currently concentrated. Policing the unauthorized use of our proprietary technology is difficult and costly, and litigation may be necessary to enforce our intellectual property rights. Any disclosure of our trade secrets to a competitor, whether lawfully or otherwise, could have a material adverse effect on our business and competitive advantage.

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We depend on IT to conduct our business, and a failure of our IT systems or a cyberattack could adversely impact our business and lead to the loss or theft of proprietary data or personal information.

Our ability to keep our business operating effectively depends on the functional and efficient operation of information technology systems and facilities, both internally and externally. We rely on these systems to, among other things, make a variety of day-to-day business decisions as well as to record and process transactions, billings, payments, inventory, and other data on a daily basis. Our systems, as well as those of our customers, suppliers, partners, and service providers, also contain sensitive confidential information, personal information, or intellectual property and are susceptible to interruptions, including those caused by systems failures, cyber-attacks, and other natural or man-made incidents or disasters, which may be prolonged or go undetected. Cyber-attacks, both domestically and abroad, are increasing in their frequency, sophistication, and intensity, and have become increasingly difficult to detect. Although we have and continue to take precautions to prevent, detect, and mitigate such events, a significant or large-scale interruption of our information technology systems or facilities could adversely affect our ability to manage and keep our operations running efficiently and effectively, and could result in significant costs, fines, regulatory investigations, or litigation. An incident that results in a wider or sustained disruption to our business or products could have a material adverse effect on our business, financial condition, and results of operations.

Additionally, certain of our products contain complex information technology systems designed to support our products and services, and could be susceptible to interruptions, including the possibility of unauthorized access. Although we have designed and implemented security measures to prevent and detect such unauthorized access or cyber threats from occurring, we cannot assure you that vulnerabilities will not be identified in the future, or that our security efforts will be fully successful. Further, maintaining and updating these systems may require significant costs and often involves implementation, integration, and security risks, including risks that we may not adequately anticipate the market or technological trends or that we may experience unexpected challenges that could cause financial, reputational, and operational harm. However, failing to properly respond to and invest in information technology advancements may limit our ability to attract and retain customers, prevent us from offering similar products and services as those offered by our competitors or inhibit our ability to meet regulatory or other requirements.

To date, we have not experienced a system failure, cyber-attack, or security breach that has resulted in a material interruption in our operations or material adverse effect on our financial condition. While we continuously seek to expand and improve our information technology systems and maintain adequate disclosure controls and procedures, we cannot assure you that such measures will prevent all interruptions or security breaches that could adversely affect our business.

Risks Related to SPAC and the Business Combination

Unless the context otherwise requires, all references to the “SPAC,” “we,” “us” or “our” refer Inflection Point Acquisition Corp. V prior to the consummation of the Business Combination.

Directors and officers of the SPAC, the Sponsors and their affiliates have interests in the Business Combination and the proposals described in this proxy statement/prospectus that are different from, or in addition to and/or in conflict with, those of the SPAC Shareholders generally.

When you consider the recommendation of the SPAC Board in favor of approval of the Business Combination Proposal and the other Shareholder Proposals included herein, you should keep in mind that the Sponsors and SPAC’s directors and officers have interests in such proposals that are different from, in addition to and/or in conflict with, those of the SPAC Shareholders generally. These interests include, among other things:

• The Prior Sponsor holds 2,028,750 Founder Shares, initially purchased for $0.008 per share. Such 2,028,750 PubCo Ordinary Shares that the Prior Sponsor and its permitted transferees will receive upon conversion of such Retained Shares in the Business Combination, if unrestricted and freely tradable, would have an aggregate value of approximately $21.44 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

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• The New Sponsor purchased 990,000 Founder Shares and the assignment of the Sponsor Loan for an aggregate of $1,800,000, in a private placement consummated on September 9, 2025. Such 990,000 PubCo Ordinary Shares that the New Sponsor and its permitted transferees will receive upon conversion of such Founder Shares in the Business Combination, if unrestricted and freely tradable, would have an aggregate value of approximately $10.46 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

• Given the differential in the purchase price that the each of the Sponsors paid for the Founder Shares as compared to the price of the SPAC Class A Shares included in the SPAC Units sold in the IPO, the Sponsors may earn a positive rate of return on its investment even if the PubCo Ordinary Shares trade below $10.00 per share and the Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsors diverge from the economic interests of Public Shareholders because the Sponsors will realize a gain on their investment at times when the Public Shareholders realize a loss.

• The Prior Sponsor purchased 125,000 Private Placement Units for $1,250,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO. Each Private Placement Unit consists of one SPAC Class A Share and one SPAC Right exchangeable for one-fifth of one SPAC Class A Share. Following the Business Combination, the 150,000 PubCo Ordinary Shares that the Prior Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $1.59 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

• Each of the Sponsors will lose its entire investment in us, valued at approximately $1,275,000 for the Prior Sponsor and $1,800,000 for the New Sponsor, if we do not complete a business combination within the completion window. If we do not consummate a business combination by such date, as promptly as reasonable but not more than ten business days thereafter, we will redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for the claims of creditors and the requirements of other applicable law. In such event, the 2,153,750 and 990,000 SPAC Ordinary Shares held by the Prior Sponsor and New Sponsor, respectively, may be worth very little, because following the redemption of Public Shares, we would likely have few, if any, net assets and because the Sponsors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 125,000 SPAC Rights underlying the Private Placement Units held by the Prior Sponsor will expire and become worthless.

• In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain of SPAC’s officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo, and pursuant to the Business Combination Agreement, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to such persons as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up. Following the Business Combination, the 4,481,250 PubCo Restricted Shares received upon the conversion of such Company Restricted Shares, if unrestricted and freely tradable, would have had an aggregate market value of approximately $47.37 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Restricted Shares will be subject to vesting, we believe such shares will have less value.

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• Pursuant to the Signing PIPE Subscription Agreement, the New Sponsor purchased (i) 2,352,941 Company Preferred Shares and (ii) Company Warrants exercisable for 980,392 Company Ordinary Shares, for an aggregate investment amount of $20,000,000. At Closing, each of the Company Preferred Shares and the Company Warrants will be converted into the right to receive 2,464,986 PubCo Preferred Shares (assuming $25,882,353 of Accrued Value which represents the Stated Value plus an assumed 12 months of PIK dividends, and using a Redemption Price of $10.50, representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026) convertible into 2,156,863 PubCo Ordinary Shares (at an initial conversion price of $12.00 per share) and 980,392 PubCo Warrants (which is calculated as the Stated Value, divided by the $12.00 conversion price, multiplied by 0.5) exercisable for 980,392 PubCo Ordinary Shares at an initial exercise price of $12.00. Calculated on an as-converted basis, the 3,137,255 PubCo Ordinary Shares, would have an aggregate market value of approximately $32.56 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, and such shares will not be subject to a lock-up. However, given such securities are not in-the-money as of the date of this proxy statement/prospectus, we believe such securities will have less value.

• New Sponsor will receive its allocable portion of the Earnout Shares (not to exceed 6.25% of the aggregate Earnout Shares), in three tranches respectively, if PubCo and its subsidiaries achieve certain EBITDA targets following the Closing.

• The Sponsors and the SPAC’s officers and directors have agreed not to redeem any of the SPAC Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

• If the Trust Account is liquidated, the New Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into a letter of intent, confidentiality or similar agreement or business combination agreement or claims of any third party for services rendered or products sold to us (other than our independent registered public accounting firm and the Representatives), but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

• The SPAC’s existing and former officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six (6) years after the Business Combination. Additionally, pursuant to the A&R Letter Agreement and the Indemnification Agreement, the indemnification of the Prior Sponsor and New Sponsor, respectively, will survive the Closing.

• In connection with the Closing, the New Sponsor and the SPAC’s current officers and directors would be entitled to the repayment of any outstanding working capital loans and advances that have been made to the SPAC. In order to finance transaction costs in connection with a business combination, the New Sponsor or certain of the SPAC’s officers or directors may, but are not obligated to, loan the SPAC Working Capital Loans. In the event that a business combination does not close, the SPAC may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of the date of this proxy statement/prospectus, no such Working Capital Loans are outstanding.

• Additionally, the New Sponsor would be entitled to the repayment of any loans that have been made to the SPAC pursuant to Sponsor Loan. In the event that a business combination does not close, the SPAC may use a portion of the working capital held outside the Trust Account to repay the Sponsor Loan, but no proceeds from the Trust Account would be used to repay the Sponsor Loan. As of the date of this proxy statement/prospectus, $800,000 is outstanding under the Sponsor Loan.

• Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the New Sponsor, and the SPAC’s current officers and directors and their respective affiliates may be entitled to

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reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans. As of the date of this proxy statement/prospectus, no reimbursable out-of-pocket expenses, advances, and other loans were outstanding.

• Pursuant to the Registration Rights Agreement, the SPAC’s officers and directors, and the Sponsors and its members will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the PubCo Ordinary Shares held by such parties following the consummation of the Business Combination. It is estimated that each of the Prior Sponsor and New Sponsor will hold 2,178,750 and 13,706,544 (excluding the PubCo Ordinary Shares underlying the PubCo Warrant) PubCo Ordinary Shares, respectively, eligible for registration.

• The continued indemnification of former and current directors and officers of SPAC and the New Sponsor and the continuation of directors’ and officers’ liability insurance after the Business Combination.

• The fact that Kevin Shannon is expected to be a director of PubCo following the Business Combination. As such, in the future, he may receive fees for his service as a director, which may consist of cash or stock-based awards, and any other remuneration that the PubCo Board determines to pay its non-employee directors.

• The fact that the New Sponsor and SPAC’s current directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination, with a less favorable company or on terms less favorable to shareholders, rather than to liquidate, which would cause the New Sponsor to lose its entire investment. As a result, the New Sponsor may have a conflict of interest in determining whether GOWell is an appropriate business with which to complete a business combination and/or in evaluating the terms of the Business Combination.

In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We believe, however, that there were no such corporate opportunities presented to our directors and officers which were not presented to the SPAC, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About the SPAC — Conflicts of Interest.”

The Sponsors and Representatives have agreed to vote in favor of the Business Combination, regardless of how our Public Shareholders vote.

The Sponsors and Representatives have agreed to vote all the Founder Shares and any SPAC Class A Shares they may hold in favor of all the proposals being presented at the EGM. As of the Record Date, the Sponsors and Representatives collectively owned 990,000 Founder Shares and 2,294,375 SPAC Class A Shares, consisting of the Retained Shares and the SPAC Class A Shares underlying the Private Placement Units, representing approximately 27.6% of the issued and outstanding SPAC Ordinary Shares. As a result, we would only need 2,670,314, or 31.0% of the 8,625,000 Public Shares outstanding to be voted in favor of the Business Combination in order to approve the Business Combination Proposal by ordinary resolution, assuming that all outstanding SPAC Ordinary Shares are present and cast a vote at the EGM. Assuming that only the holders of 3,969,793 SPAC Ordinary Shares, representing a quorum under the SPAC Articles, vote at the EGM, we will not need any Public Shares in addition to the SPAC Ordinary Shares held by the Sponsors and Representatives to be voted in favor of the Business Combination Proposal.

The SPAC Articles provide that the Merger Proposal requires approval pursuant to a special resolution, being the affirmative vote of the holders of at least two-thirds of the votes cast by such shareholders, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the EGM. As a result, in addition to the Founder Shares and SPAC Ordinary Shares held by the Sponsors and Representatives, we would need 4,655,209 SPAC Ordinary Shares, or 54.0% of the 8,625,000 Public Shares outstanding to be voted in favor of the Merger in order to approve the Merger Proposal by special resolution, assuming that all outstanding SPAC Ordinary Shares are present and vote at the EGM. Assuming that only the holders of 3,969,793 SPAC Ordinary Shares, representing a quorum under the SPAC Articles, vote at the EGM, we will not need any Public Shares in addition to the SPAC Ordinary Shares held by the Sponsors and Representatives to be voted in favor of the Merger Proposal.

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Past performance by the New Sponsor, our management team, and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in PubCo.

Information regarding the New Sponsor, our management team, and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by the New Sponsor, our management team, our advisors and their respective affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of the New Sponsor, our management team, and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by the New Sponsor, each of the members of our management team, or their respective affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

The SPAC’s shareholders will experience dilution due to the issuance of PubCo Ordinary Shares and securities convertible into PubCo Ordinary Shares in the Business Combination and the PIPE Investments.

The SPAC’s shareholders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares to the GOWell Shareholder as consideration in the Business Combination, the issuance of PubCo Restricted Shares, and the issuance of PubCo Preferred Shares and PubCo Warrants in the PIPE Investments.

Currently, the Public Shareholders and the Sponsors and Representatives own 72.4% and 27.6% of the issued and outstanding SPAC Ordinary Shares, respectively. Immediately following the Closing, assuming No Redemptions of Public Shares, and without giving effect to any dilutive instruments, which consist of the Signing PIPE Securities, Closing PIPE Securities, and Earnout Shares, it is expected that (i) Public Shareholders will own approximately 18.4% of PubCo Ordinary Shares issued and outstanding at that time, (ii) holders of the Public Rights will own approximately 3.7% of PubCo Ordinary Shares issued and outstanding at that time, (iii) the New Sponsor will own approximately 2.1% of the PubCo Ordinary Shares issued and outstanding at that time (which includes 990,000 Founder Shares), (iv) the SPAC’s officers and directors will own approximately 9.6% of the PubCo Ordinary Shares issued and outstanding at that time (which includes 4,481,250 PubCo Restricted Shares), (v) the Prior Sponsor and the Representatives will own approximately 5.0% of the PubCo Ordinary Shares outstanding issued and at that time (which includes 2,028,750 Retained Shares and 318,750 SPAC Class A Shares and SPAC Rights underlying the Private Placement Units after giving effect to the exchange of the SPAC Rights), and (vi) the GOWell Shareholder will own approximately 61.2% of the PubCo Ordinary Shares issued and outstanding at that time. As redemptions increase, the overall percentage ownership held by the Sponsors, Representatives, Insiders, and the GOWell Shareholder will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders.

Further, PubCo will have PubCo Preferred Shares and PubCo Warrants outstanding at the Closing, the GOWell Shareholder and New Sponsor will have the ability to earn the Earnout Shares, transaction bonus awards and equity incentives may be issued to GOWell executives, and there will be up to ten percent (10%) of the aggregate number of PubCo Ordinary Shares issued and outstanding on a fully diluted basis immediately after the Closing available for issuance under the PubCo Incentive Plan. Such securities represent additional sources of dilution.

Accordingly, Public Shareholders, as a group, will experience immediate dilution as a consequence of the Business Combination.

For more information on the percentage of the issued and outstanding PubCo Ordinary Shares immediately following the Closing that are expected to be held by securityholders, in various redemptions scenarios, see “Questions and Answers About the Business Combination — What equity stake will current SPAC Shareholders and the GOWell Shareholder hold in PubCo immediately after the consummation of the Business Combination?” and for more information about dilution to Public Shareholders, see “Dilution.”

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We intend to issue shares to investors in connection with the Business Combination at a price which may be less than the prevailing market price of our shares at the Closing.

In connection with the Closing, we will issue shares to the GOWell Shareholder at a per share price equal to the Redemption Price, subject to a cap of $10.50. As of June 30, 2026, the Redemption Price was $10.54. Accordingly, as a result of the cap set forth in the Business Combination Agreement, the per share price used for the calculation of the consideration to the GOWell Shareholder will be less than the Redemption Price per Public Share and may be less than the market price for our shares at and after the Closing. This may dilute the interests of the existing SPAC Shareholders in a manner that would not ordinarily occur in a traditional IPO and could result in both a reduction in the trading price of our shares and fluctuations in the net tangible book value per share of PubCo’s securities following the Closing.

PubCo’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what PubCo’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, or the future consolidated results of operations or financial position of PubCo. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The projections and forecasts presented in this proxy statement/prospectus were prepared before the date of this proxy statement/prospectus and were based on assumptions that may not prove, or have already not proved, to be an indication of the actual results of the transaction or PubCo’s future results.

This proxy statement/prospectus contains projections prepared by GOWell on October 5, 2025 and updated projections prepared by GOWell on April 13, 2025. The GOWell Initial Projections estimated revenue of approximately $51.6 million and $80.2 million for the years ended December 31, 2025 and 2026, respectively, while the GOWell Updated Projections estimate revenue of approximately $47.0 million for the year ended December 31, 2025 and a range of $60.0–$68.0 million for the year ended December 31, 2026. None of the projections included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination, toward complying with IFRS or toward complying with SEC guidelines. The projections were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of GOWell and the SPAC and exclude, among other things, transaction-related expenses, or the effect on GOWell of any business or strategic decision or action that will or may be taken by PubCo as a result of the Business Combination having been closed. Important factors that have affected and may affect actual results and results of GOWell’s operations since the date the projections were prepared and PubCo’s operations following the Business Combination, or have led or could lead to such projections and forecasts not being achieved include, but are not limited to: (1) an evolving competitive landscape, (2) successful management of the business, (3) retention of key personnel, (4) unexpected expenses, and (5) general economic conditions. As such, these projections may be inaccurate and should not be relied upon as an indicator of actual past or future results. Furthermore, the projections do not take into account any circumstances or events occurring after the dates on which the projections were prepared, respectively, which, with respect to the GOWell Initial Projections, was October 5, 2025, and with respect to the GOWell Updated Projections, was April 13, 2026.

As of the date of this proxy statement/prospectus, GOWell’s management has advised SPAC that the GOWell Initial Projections no longer represented management’s reasonable view on GOWell’s future financial performance due to (i) the near-term operational impact of the ongoing Iran conflict on certain of GOWell’s markets, which management believes has resulted in a short-term reduction in activity levels but which is expected to create favorable mid-term demand as shut-in wells are brought back online; and (ii) timing shifts in certain capital sales project deliveries, which management views as a deferral of revenue into future periods rather than a loss of contracted business, as GOWell has not lost any project awards. For these reasons, GOWell management views the reduction reflected in the GOWell Updated Projections as representing the effect of near-term, identifiable factors rather than a fundamental change to GOWell’s long-term business outlook or competitive positioning.

The continued inclusion of the GOWell Initial Projections in this proxy statement/prospectus should not be deemed an admission or representation by SPAC or its affiliates, officers, directors, advisors or other representatives or any other person that they considered, or considers, it to be material information of GOWell, particularly in light of the inherent

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risks and uncertainties associated with such forecasts. Based on the circumstances described above, neither the SPAC Board nor SPAC’s management team continues to rely on the GOWell Initial Projections herein. The summary of the GOWell Initial Projections included herein is not being included in this proxy statement/prospectus in order to influence any public shareholder’s decision or to induce any public shareholder to vote in favor of any of the proposals at the extraordinary general meeting, but is being provided solely because, as required under applicable law, it was made available to the SPAC Board in connection with SPAC’s consideration of the Transactions.

In light of the foregoing, and considering that the extraordinary general meeting will be held months after the GOWell Updated Projections were prepared, as well as the uncertainties inherent in any forecasted information, public shareholders are cautioned not to place undue reliance on such information.

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares could increase the probability that the Business Combination will be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares.

The Business Combination Agreement requires us to have $50 million of Closing Cash in order to meet the Minimum Cash Condition. We do not know how many Public Shareholders may exercise their redemption rights. While we expect that the combined $70 million of funding from the PIPE Investments will allow us to meet the Minimum Cash Condition even if all Public Shares are redeemed, it is possible that this may not be the case including, for example, if the Closing PIPE Investment is terminated or the investor fails to fund its subscription and if the SPAC fails to retain at least $30 million of the funds in the Trust Account. Additionally, if a larger number of Public Shares are submitted for redemption than we initially expected, we may need to arrange for additional debt or equity financing to provide working capital to PubCo following the Closing. There can be no assurance that such debt or equity financing will be available to us if we need it or, if available, the terms will be satisfactory to us. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels and may increase the probability that the Business Combination will be unsuccessful. If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we complete an alternate initial business combination or if we are unable to complete an initial business combination within the time period provided by the SPAC Articles. If you are in need of immediate liquidity, you could attempt to sell your Public Shares in the open market; however, at such time the trading price of our Public Shares may be less than the Redemption Price. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your Public Shares in the open market.

The SPAC’s officers and directors may negotiate employment and consulting agreements with GOWell, and the Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following the Business Combination and as a result, may cause them to have conflicts of interest in determining whether the Business Combination is the most advantageous.

The SPAC’s officers and directors may be able to remain with PubCo after the completion of the Business Combination only if they are able to negotiate employment or consulting agreements with GOWell in connection with the Business Combination. In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain of SPAC’s officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo, and pursuant to the Business Combination Agreement, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to such persons as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up. As of the date of this proxy statement/prospectus, there are no other commitments for PubCo and GOWell to enter into employment or consulting agreements with the SPAC’s officers or directors. Such negotiations could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the Business Combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in completing the Business Combination, subject to their fiduciary duties under Cayman Islands law.

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The Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates may elect to purchase Public Shares or Rights, which may influence a vote on the Business Combination and reduce the public “float” of the Public Shares or Public Rights.

At any time prior to the EGM, during a period when they are not then aware of any material nonpublic information regarding the SPAC or its securities, the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates may purchase Public Shares or Public Rights in privately negotiated transactions or in the open market, or take other actions to incentivize non-redemption, although they are under no obligation to do so. There is no limit on the number of Public Shares or Public Rights that such persons may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Rights in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of SPAC securities, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

The purpose of any such transactions could be to (1) increase the likelihood of obtaining the SPAC Shareholder Approval of the Business Combination, (2) reduce the amount of Redemptions, or (3) reduce the number of Public Rights outstanding. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event the Sponsors, the SPAC’s or GOWell’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares or SPAC Rights, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

• this proxy statement/prospectus discloses the possibility that the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates may purchase Public Shares or warrants from Public Shareholders outside the redemption process, along with the purpose of such purchases;

• if the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares from Public Shareholders, they would do so at a price no higher than the Redemption Price;

• any of our securities purchased by the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates will not be voted in favor of approving the Business Combination;

• the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates will not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

• we will disclose in a Form 8-K, before the EGM, the following material items:

• the amount of securities purchased outside of the redemption offer by the Sponsors or the SPAC’s, the SPAC’s, or GOWell’s directors, managers, officers, advisors and their affiliates, along with the purchase price;

• the purpose of the purchases by the Sponsors or the SPAC’s, the SPAC’s, or GOWell’s directors, managers, officers, advisors and their affiliates;

• the impact, if any, of the purchases by the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates on the likelihood that the Business Combination will be approved;

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• the identities of the security holders who sold to the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to the Sponsors, the SPAC’s, or GOWell’s directors, managers, officers, advisors and their affiliates; and

• the number of Public Shares for which the SPAC has received redemption requests pursuant to its redemption offer.

Entering into any such arrangements may increase the number of shares sold into the market, which may have a depressive effect on the price of the PubCo Ordinary Shares. In addition, the public “float” of our Public Shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

If a Public Shareholder fails to receive notice of our offer to redeem the Public Shares in connection with the Business Combination, or fails to comply with the procedures for submitting or tendering its Public Shares, such Public Shares may not be redeemed.

Pursuant to the SPAC Articles, a Public Shareholder may request to redeem all or a portion of its Public Shares for cash in connection with the completion of the Business Combination. Public Shareholders may demand. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a) (i) hold Public Shares or (ii) hold Public Shares through the SPAC Units and elect to separate your the SPAC Units into the underlying Public Shares and Public Rights prior to exercising your redemption rights with respect to the Public Shares;

(b) submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that the SPAC redeem all or a portion of your Public Shares for cash; and

(c) deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on September 1, 2026 (two business days before the initial scheduled date of the EGM) in order for their Public Shares to be redeemed. Any Public Shareholders who fail to properly elect to redeem their Public Shares and deliver their Public Shares in the manner described above will not be entitled to have her or his shares redeemed. See the section entitled “Extraordinary General Meeting of SPAC Shareholders — Redemption Rights” for the procedures to be followed if you wish to have your Public Shares redeemed for cash.

A Public Shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account may not put such shareholder in a better future economic position.

The price at which a shareholder may be able to sell its PubCo Ordinary Shares in the future following the completion of the Business Combination is not determinable as of the date of this proxy statement/prospectus. Certain events following the consummation of the Business Combination may cause an increase in the SPAC’s share price and may result in a lower value realized now than a Public Shareholder might realize in the future had the shareholder redeemed their Public Shares. Similarly, if a Public Shareholder does not redeem their Public Shares, the shareholder will bear the risk of ownership of PubCo Ordinary Shares after the consummation of the Business Combination, and a shareholder may not be able to sell its PubCo Ordinary Shares in the future for a greater amount than the Redemption Price set forth in this proxy statement/prospectus. A Public Shareholder should consult, and rely solely upon, the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If you or a “group” of shareholders are deemed to hold in excess of 15% of the Public Shares, you may lose the ability to redeem all such shares in excess of 15% of our Public Shares.

The SPAC Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other Person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, which we refer to as the “Excess Shares”, without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete the Business

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Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions at a time when the trading price is less than the Redemption Price. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete the Business Combination. And as a result, you will continue to hold that number of Public Shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

If the net proceeds of the IPO and simultaneous private placement not being held in the Trust Account are insufficient to allow us to operate until the completion of the Business Combination, we will depend on loans from the New Sponsor or management team to complete the Business Combination.

As of December 31, 2025, the SPAC had $25,745 in its operating bank account and a working capital deficit of $2,079,709. Subsequent to December 31, 2025, the SPAC entered into two Amendments to the Sponsor Loan, which increased the aggregate principal amount of the Promissory Note to $800,000 to reflect $300,000 of additional advances made by the New Sponsor to the SPAC for working capital. While we believe that the funds available to us outside of the Trust Account will be sufficient to allow us to operate until at least the completion of the Business Combination, we cannot assure you that our estimate is accurate.

Neither the Sponsors, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon the Closing. Up to $1,500,000 of any loans may be convertible into Private Placement Units at a price of $10.00 per Private Placement Unit at the option of the lender. Prior to the Closing, we do not expect to seek loans from parties other than the New Sponsor or an affiliate of the New Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we are unable to complete the Business Combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our Public Shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our Public Shares. The Public Rights may expire worthless.

SPAC Shareholders who acquired Public Shares in the IPO will have their ownership interests diluted to the extent of the difference between the initial public offering price of $10.00 per Public Share sold in the IPO and the net tangible book value per share at the time of the Business Combination.

SPAC Shareholders who acquired Public Shares in the IPO will have their ownership interests diluted to the extent of the difference between the initial public offering price of $10.00 per Public Share sold in the IPO and the net tangible book value per share at the time of the Business Combination. As of Mrach 31, 2026, SPAC’s net tangible book value was $(6.6) million, calculated as total assets of $90.3 million less total liabilities of $6.8 million, and less Public Shares subject to redemption classified in mezzanine equity of $90.1 million. The number of SPAC Ordinary Shares outstanding as of March 31, 2026, was 11,909,375, which includes 10,919,315 SPAC Class A Shares and 990,000 SPAC Class B Shares. In connection with the consummation of the Business Combination, after giving effect to funds released from the Trust Account at Closing across various redemption levels, transaction costs expected to be incurred by SPAC, and the issuance of PubCo Ordinary Shares to holders of SPAC Rights, but excluding the effects of the Business Combination transaction itself (that is, excluding the issuance of PubCo Ordinary Shares to the GOWell Shareholder, the Earnout Shares, GOWell’s transaction expenses, any options or other grants that may be issued pursuant to the PubCo Incentive Plan, and the funding of the PIPE Investment and issuance of the PIPE Securities as such PIPE Securities are accounted for as liabilities), net tangible book value, as adjusted, will be $77.4 million in the No Redemptions Scenario, $54.7 million in the 25% Redemptions Scenario, $31.9 million in the 50% Redemptions Scenario, $9.2 million in the 75% Redemptions Scenario, and $(13.5) million in the Maximum Redemptions Scenario. Total shares outstanding in each such redemptions scenario (excluding the effect of the Business Combination itself) will be 13,687,500, 11,531,250, 9,375,000, 7,218,750, and 5,062,500, respectively. Accordingly, the net tangible book value per share, as adjusted, will be $5.65 in the No Redemptions Scenario, $4.74 in the 25% Redemptions Scenario, $3.41 in the 50% Redemptions Scenario, $1.27 in the 75% Redemptions Scenario, and $(2.67) in the Maximum Redemptions Scenario.

The net tangible book value per share, as adjusted, is materially less than the $10.00 per share price of the IPO, materially less than the assumed $10.50 per share price ascribed to such shares in the Business Combination Agreement, and materially less than the amount per share that Public Shareholders would be entitled to receive upon exercise of their Redemption rights (which, for illustrative purposes, was approximately $10.50 per share). Accordingly, Public Shareholders will experience material dilution. For additional information, including calculations of the net tangible book value per share, as adjusted, see the section of this proxy statement/prospectus entitled “Dilution”.

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If we are unable to consummate the Business Combination or another initial business combination by the date required in the SPAC Articles, the Public Shareholders may be forced to wait beyond such date before redemption from our Trust Account.

If we are unable to consummate the Business Combination or another initial business combination by the date required in the SPAC Articles, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be less taxes payable and up to $100,000 to pay dissolution expenses), will be used to fund the redemption of our Public Shares, as further described herein. Any redemption of Public Shareholders from the Trust Account will be effected automatically by function of the SPAC Articles prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Cayman Companies Act. In that case, investors may be forced to wait beyond the end of the completion window before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate the Business Combination or another initial business combination prior thereto and only then in cases where investors have properly sought to redeem their Public Shareholders. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we are unable to complete the Business Combination or another initial business combination.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

Our independent registered public accounting firm has included in its report to our financial statements as of and for the year ended December 31, 2025, an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. As of December 31, 2025, the SPAC had $25,745 in its operating bank account and a working capital deficit of $2,079,709, and SPAC has incurred and expects to continue to incur significant costs in pursuit of a business combination. Further, the SPAC is required to consummate a business combination by August 14, 2026, which date may be extended by a shareholder-approved amendment to the SPAC’s Articles, or else liquidate and dissolve. SPAC’s Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about the SPAC’s ability to continue as a going concern. As reported in the SPAC’s annual report as of and for the year ended December 31, 2025, the SPAC’s management planned to consummate the Business Combination prior to the mandatory liquidation date. No adjustments were made to the carrying amounts of assets or liabilities should the SPAC be required to liquidate after August 14, 2026. Accordingly, the SPAC’s management has determined that the mandatory liquidation, should the Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination or another initial business combination or force us to abandon our efforts to complete an initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

• restrictions on the nature of our investments; and

• restrictions on the issuance of securities, each of which may make it difficult for us to complete the Business Combination, or any other initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

• registration as an investment company with the SEC;

• adoption of a specific form of corporate structure; and

• reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment

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securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete an initial business combination, such as the Business Combination. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

In 2024, the SEC provided guidance that the determination of whether a SPAC, like us, is an “investment company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a SPAC’s duration, asset composition, business purpose and activities. When applying these factors to us we do not believe that our principal activities will subject us to the Investment Company Act. To this end, the SPAC was formed for the purpose of completing an initial business combination with one or more businesses or entities, such as the Business Combination with GOWell. Since our inception, our business has been and will continue to be focused on identifying and completing the Business Combination with GOWell, or another initial business combination. Further, we do not plan to buy businesses or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a passive investor. In addition, the proceeds held in the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds in this manner, and by focusing our directors’ and officers’ time toward, and operating our business for the purpose of, acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such assets), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Further, investing in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the SPAC Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares subject to applicable law and the SPAC Articles. If we do not invest the proceeds as described above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be an investment company for purposes of the Investment Company Act, we would need to register as such under the Investment Company Act and compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete the Business Combination or any other initial business combination. We may also be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Trust Account. In which case, our investors would not be able to realize the potential benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following such a transaction, and our Rights would expire worthless. For illustrative purposes, in connection with the liquidation of our Trust Account, our Public Shareholders may receive only approximately $10.54 per Public Share, which is based on estimates as of the Record Date, or less in certain circumstances, and our Rights may expire and become worthless. Further, under the subjective test of a “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in the Trust Account were invested in the assets discussed above, there is a risk that we could be deemed an investment company and subject to the Investment Company Act based on the length of time such funds are invested in such assets.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, the interest earned on the funds held in the Trust Account may be materially reduced, which would reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the SPAC.

We intend to initially hold the funds in the Trust Account as cash or in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. U.S. government treasury obligations are considered “securities” for purposes of the Investment Company Act, while cash is not. As noted above, one of the

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factors the SEC identified as relevant to the determination of whether a SPAC which holds securities could potentially be deemed an “investment company” under the Investment Company Act is the SPAC’s duration. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that SPAC may be deemed to be an unregistered investment company, in which case SPAC may be required to liquidate. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of the our initial business combination or liquidation of the SPAC. Following such liquidation, the rate of interest we receive on the funds held in the Trust Account may be materially decreased. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the SPAC.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to complete the Business Combination, and results of operations.

We are subject to rules and regulations by various national, regional and local governing bodies, including, for example, the SEC, and to new and evolving regulatory measures under applicable law. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly and our efforts to comply with such new and evolving laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention. In addition, these changes could have a material adverse effect on our business, investments and results of operations.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. For example, on January 24, 2024, the SEC issued final rules and guidance relating to SPACs, like us, regarding, among other things, disclosure in SEC filings in connection with initial business combination transactions; the financial statement requirements applicable to transactions involving shell companies; the use of financial projections in SEC filings in connection with proposed initial business combination transactions; and the potential liability of certain participants in proposed initial business combination transactions. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. A failure to comply with applicable laws or regulations and any subsequent changes, as interpreted and applied, could have a material adverse effect on our business, including our ability to complete the Business Combination.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your Public Shares or Public Rights, potentially at a loss.

Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Public Shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our SPAC Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of our Public Shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances will Public Shareholders have any right or interest of any kind in the Trust Account. Holders of Public Rights will not have any right to the proceeds held in the Trust Account with respect to the Public Rights. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Public Rights, potentially at a loss.

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The SPAC Board has not requested, and does not anticipate requesting, an updated opinion from its financial advisor reflecting changes in circumstances that may have occurred since the signing of the Business Combination Agreement.

On October 13, 2025, Newbridge delivered its oral opinion, which it subsequently confirmed in writing, to the SPAC Board that, as of that date and based on and subject to the assumptions and other matters described in the written opinion, (i) the Initial Merger Consideration to be paid by the SPAC in the Business Combination pursuant to the Business Combination Agreement was fair, from a financial point of view, to the unaffiliated shareholders of the SPAC, and (ii) the Transaction has an aggregate fair market value of at least 80.0% of the value of the assets held by SPAC in its Trust Account (excluding deferred underwriting fees and taxes payable on income earned on the Trust Account) at the time the Business Combination Agreement was signed. The SPAC does not intend to obtain an updated opinion from its financial advisor prior to the consummation of the Business Combination. Changes in the proposed operations and prospects of GOWell, general market and economic conditions and other factors that may be beyond the control of the SPAC or GOWell may alter the value of the SPAC or GOWell or the price of the SPAC’s shares by the time the Business Combination is completed. Newbridge’s opinion speaks as of the date it was rendered, and does not speak as of any other date, and as such, Newbridge’s opinion does not address the fairness of the Initial Merger Consideration, from a financial point of view, as of any date other than the date of such opinion, including at the time the Business Combination is completed. For a description of the opinion, see “The Business Combination — Opinion of SPAC’s Financial Advisor.” A copy of Newbridge’s opinion, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on and scope of the review undertaken by Newbridge, is attached hereto as Annex M.

The SPAC’s ability to complete the Business Combination with GOWell may be impacted if the Business Combination is subject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”), and ultimately prohibited.

The Business Combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties choose not to file voluntarily. If CFIUS determines that an investment subject to its jurisdiction presents national security risks, CFIUS has the power to require mitigation measures on the investment or can recommend that the President prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other factors — the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.

SPAC is a Cayman Islands exempted company and the New Sponsor is a Delaware limited partnership. The New Sponsor is exclusively “controlled” for CFIUS purposes by U.S. persons, and thus we do not believe that the New Sponsor is a “foreign person” as defined in the CFIUS regulations. Each of PubCo and GOWell is a Cayman Islands exempted company. The holder of 100% of the Company Ordinary Shares as of the date of the execution of the Business Combination Agreement was Hegro Well Pte. Ltd., a private company organized and existing under the Laws of Singapore, and after the Closing, it is expected that such shareholder will hold between 53.2% and 63.4% of the outstanding PubCo Ordinary Shares, depending on the level of Redemptions, including the PubCo Ordinary Shares issuable upon conversion of the PubCo Preferred Shares issued pursuant to the PIPE Investments, and excluding (i) the Earnout Shares, (ii) the PubCo Warrants, (iii) the PubCo Ordinary Shares underlying the PubCo Warrants, and (iv) the PubCo Ordinary Shares issuable under the PubCo Incentive Plan. We further do not believe a CFIUS filing would be required for the Business Combination provided that no other foreign person will acquire “control” of PubCo or GOWell and PubCo and GOWell do not have a U.S. business that produces, designs, tests, manufactures, fabricates, or develops one or more “critical technologies,” as those terms are defined in the CFIUS regulations. The parties have determined that GOWell’s U.S. business does not produce, design, test, manufacture, fabricate, or develop one of more such critical technologies and that the Business Combination would not satisfy the “substantial interest” requirements defined in 31 C.F.R. § 800.244, and as a result, it is not mandatory to submit a CFIUS filing with respect to the Business Combination. Involvement of any non-U.S. persons in the Business Combination (e.g., as existing shareholders of a target company or as investors), however, may increase the risk that the Business Combination becomes subject to regulatory review, including review by CFIUS.

If the Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the transaction without notifying CFIUS and risk CFIUS intervention, before or after closing the transaction. If CFIUS were to review the Business Combination, CFIUS

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may decide to block or delay the Business Combination, impose conditions with respect to the Business Combination, recommend that the President of the United States order us to divest all or a portion of the U.S. target business of the Business Combination that we acquired without first obtaining CFIUS approval, or impose penalties if CFIUS believes that a mandatory notification requirement applied and was not met. The CFIUS review process could be lengthy. Because we have only a limited time to complete the Business Combination, our failure to obtain any required approvals within the completion window may require us to liquidate. If we are unable to consummate the Business Combination within the completion window, including as a result of extended regulatory review of the Business Combination, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete the Business Combination, subject to GOWell’s consent, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

Although we have no commitments as of the date of this proxy statement/prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following the Closing, we may choose to incur substantial debt to complete the Business Combination, subject to GOWell’s consent, pursuant to the covenants set forth in the Business Combination Agreement. The incurrence of debt could have a variety of negative effects, including:

• default and foreclosure on our assets if our operating revenues after the Business Combination are insufficient to repay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

• our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

• our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

• using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes;

• limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

• increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

In order to effectuate an initial business combination, SPACs have, in the recent past, amended various provisions of their charters and other governing instruments. We cannot assure you that we will not seek to amend the SPAC Articles or governing instruments in a manner that will make it easier for us to complete the Business Combination that our shareholders may not support.

In order to effectuate a business combination, SPACs have, in the recent past, amended various provisions of their charters and governing instruments. For example, SPACs have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination. Amending the SPAC Articles require a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of the votes cast by the shareholders of the issued and outstanding shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the SPAC, and vote at the general meeting. In addition, the SPAC Articles require us to provide our Public Shareholders with the opportunity to redeem their Public Shares for cash if we propose an amendment to the SPAC Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public

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Shares if we do not complete an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend the SPAC Articles or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

The SPAC and GOWell will incur significant transaction and transition costs in connection with the Business Combination.

The SPAC and GOWell have incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination, and PubCo will experience recurring costs related to operating as a public company following the consummation of the Business Combination. PubCo may also incur additional costs to retain key employees. All expenses incurred in connection with the Business Combination Agreement and the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs.

The SPAC may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on the SPAC’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed, or from being completed within the expected timeframe, which may adversely affect the SPAC’s and GOWell’s respective businesses, financial condition and results of operation.

If third parties bring claims against the SPAC, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

The SPAC’s placing of funds in the Trust Account may not protect those funds from third party claims against the SPAC. Although the SPAC seeks to have all vendors, service providers, prospective target businesses and other entities with which it does business execute agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against the SPAC’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, the SPAC’s management will consider whether competitive alternatives are reasonably available to it and will only enter into an agreement with such third party if management believes that such third party’s engagement would be advisable and in the best interests of the SPAC under the circumstances. Bush & Associates CPA LLC, the SPAC’s independent registered public accounting firm, and the underwriters of the IPO will not execute agreements with the SPAC waiving such claims to the monies held in the Trust Account.

Examples of possible instances where the SPAC may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the SPAC and will not seek recourse against the Trust Account for any reason. Upon redemption of the Public Shares, if we are unable to complete the Business Combination or another initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the Business Combination or another initial business combination, the SPAC will be required to provide for payment of claims of creditors that

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were not waived that may be brought against the SPAC within the 10 years following Redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.00 per Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the A&R Letter Agreement which is filed as an exhibit to this registration statement of which this proxy statement/prospectus forms a part, the New Sponsor has agreed that it will be liable to the SPAC if and to the extent any claims by a third party for services rendered or products sold to the SPAC (except for its independent auditors), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the SPAC’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the SPAC has not asked the New Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the New Sponsor has sufficient funds to satisfy its indemnity obligations. Therefore, the SPAC cannot assure you that the New Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination or another initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, the SPAC may not be able to complete the Business Combination or another initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of the SPAC’s officers or directors will indemnify it for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

The SPAC’s directors may decide not to enforce the indemnification obligations of the New Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of: (i) $10.00 per Public Share; and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and the New Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, the SPAC’s Independent Directors would determine whether to take legal action against the New Sponsor to enforce its indemnification obligations. While the SPAC currently expects that its Independent Directors would take legal action on its behalf against the New Sponsor to enforce the New Sponsor’s indemnification obligations to the SPAC, it is possible that the SPAC’s Independent Directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the Independent Directors to be too high relative to the amount recoverable or if the Independent Directors determine that a favorable outcome is not likely. If the SPAC’s Independent Directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the SPAC’s Public Shareholders may be reduced below $10.00 per share.

The completion of the Business Combination is subject to certain closing conditions, including satisfaction of all closing conditions in the Business Combination Agreement, and any such conditions may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions, including those included in the Business Combination Agreement. The timing and completion of the Business Combination is not assured and is subject to risks, including the risk that the SPAC Shareholder Approval is not obtained and failure to obtain approval for listing of PubCo Ordinary Shares on Nasdaq, in each case subject to certain terms specified in the Business Combination Agreement (as described under “The Business Combination Agreement — Conditions to Closing”), or that other closing conditions are not satisfied.

If the SPAC does not complete the Business Combination, the SPAC could be subject to various risks, including:

• the parties may be liable for damages to one another under certain circumstances pursuant to the terms and conditions of the Business Combination Agreement;

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• negative reactions from the financial markets, including declines in the price of the SPAC Class A Shares due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

• the attention of the SPAC management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.

The exercise of the SPAC’s management’s discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the SPAC Shareholders’ best interest.

In the period leading up to the Closing, events may occur that may require the SPAC to agree to amend the Business Combination Agreement, to consent to certain actions taken by GOWell, or to waive rights that the SPAC is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of GOWell’s business, a request by GOWell to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement, or the occurrence of other events that would have a material adverse effect on GOWell’s business. In any of such circumstances, it would be at the SPAC’s discretion, acting through the SPAC Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he or she or they may believe is best for the SPAC and the SPAC Shareholders and what he or she or they may believe is best for himself or herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, the SPAC does not believe there will be any changes or waivers that the SPAC management would be likely to make after shareholder approval has been obtained. While certain changes could be made without further approval of the SPAC Shareholders, the SPAC will circulate a new or amended proxy statement/prospectus and re-solicit its shareholders if changes to the terms of the transaction that would have a material impact on the SPAC Shareholders are required prior to the vote on the Business Combination Proposal.

The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an underwritten public offering and may create risks for unaffiliated investors.

An underwritten offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the Registration Statement unless they are able to sustain the burden of providing that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of the company’s business, financial condition and results of operations. Going public via a business combination with a special purpose acquisition company does not involve any underwriters and does not generally necessitate the level of review required to establish a “due diligence” defense as would be customary in an underwritten offering.

In addition, going public via a business combination with a special purpose acquisition company does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a special purpose acquisition company transaction, the value of the target company is established by means of negotiations between the target company, the special purpose acquisition company and, in some cases, other investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a special purpose acquisition company business combination may be less effective than the book-building process in an underwritten public offering and also does not reflect events that may have occurred between the date of the Business Combination Agreement and the Closing. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with a SPAC transaction and no underwriters with the responsibility of stabilizing the share price which may result in the share price being harder to sustain after the transaction.

The SPAC (or PubCo) will not have any right to make damage claims against GOWell for the breach of any representation, warranty or covenant made by GOWell in the Business Combination Agreement.

The Business Combination Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the Closing, except for those covenants that by their terms expressly apply in whole or in part after the Closing and then only with respect to breaches occurring after Closing, and claims based in whole

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or in part upon fraud. As a result, the SPAC (or PubCo) will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by GOWell at the time of the Business Combination (so long as there has been no fraud).

We may not have sufficient funds to satisfy indemnification claims of our Sponsors, directors and officers.

We have agreed to indemnify each of the Sponsors and our officers and directors to the fullest extent permitted by law. However, our Sponsors, 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 to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if: (i) we have sufficient funds outside of the Trust Account; or (ii) we consummate an initial business combination. Our obligation to indemnify our Sponsors, officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our Sponsors, officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our Sponsors, officers and directors pursuant to these indemnification provisions.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the Public Shareholders, the SPAC files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in the SPAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of the SPAC Shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by the SPAC Shareholders in connection with our liquidation may be reduced.

If, after the SPAC distributes the proceeds in the Trust Account to its Public Shareholders, it files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of the SPAC Board may be viewed as having breached their fiduciary duties to the SPAC’s creditors, thereby exposing the members of the SPAC Board and the SPAC to claims of punitive damages.

If, after the SPAC distributes the proceeds in the Trust Account to its Public Shareholders, it files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance”. As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by the SPAC Shareholders. In addition, the SPAC Board may be viewed as having breached its fiduciary duty to the SPAC’s creditors and/or having acted in bad faith, thereby exposing itself and the SPAC to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

The SPAC’s shareholders may be held liable for claims by third parties against the SPAC to the extent of distributions received by them upon redemption of their shares.

If the SPAC is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it were proved that immediately following the date on which the distribution was made, the SPAC was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by the SPAC Shareholders. Furthermore, the SPAC’s directors may be viewed as having breached their fiduciary duties to the SPAC or its creditors and/or may have acted in bad faith, thereby exposing themselves and the SPAC to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. The SPAC cannot assure you that claims will not be brought against it for these reasons. The SPAC and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of the SPAC’s share premium account while it was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

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The A&R Letter Agreement with the Sponsors and the SPAC’s officers and directors may be amended without shareholder approval.

The A&R Letter Agreement with the Sponsors, Representatives and the SPAC’s officers and directors contains provisions relating to transfer restrictions of the Founder Shares, Retained Shares and Private Placement Units, indemnification of the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account. The A&R Letter Agreement may be amended without shareholder approval, and was amended and restated in connection with the Sponsor Transaction. While the SPAC does not expect the SPAC Board to approve any amendments to the A&R Letter Agreement prior to the SPAC’s initial business combination, it may be possible that the SPAC Board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the A&R Letter Agreement. Any such amendments to the A&R Letter Agreement would not require approval from the SPAC Shareholders and may have an adverse effect on the value of an investment in the SPAC’s securities. Concurrently with the execution of the Business Combination Agreement, the SPAC entered into the SPAC Holders’ Support Agreement with the Sponsors and Representatives and GOWell, pursuant to which each of the Sponsors and Representatives agreed to vote its shares in favor of all proposals being presented at the EGM. Amendment of the Sponsors and Representatives’ Support Agreement would require approval from the SPAC, the Sponsors and Representatives, GOWell and PubCo, but would not require approval from the SPAC Shareholders.

Members of our management team and board of directors have significant experience as board members, officers or executives of other companies. As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate the Business Combination.

During the course of their careers, members of our management team and board of directors have had significant experience as board members, officers or executives of other companies. As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such companies or transactions entered into by such companies. Any such litigation, investigations or other proceedings may divert our management team’s and board’s attention and resources away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.

Members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.

Members of our management team have been (and intend to be) involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result, members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the price of our securities.

Nasdaq may delist the SPAC Class A Shares from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

The SPAC Class A Shares are listed on Nasdaq. We cannot assure you that the SPAC Class A Shares will continue to be listed on Nasdaq prior to the Closing. In order to continue listing our securities on Nasdaq prior to the Business Combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market value of listed securities (generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders). Additionally, in connection with the Business Combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to list PubCo’s securities on Nasdaq. For instance, unless we decide to list on a different Nasdaq tier such as the Nasdaq Capital Market which has different initial listing requirements, our share price would generally be required to be at least $4.00 per share and we would be required to have a minimum of 400 round lot holders of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.

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If Nasdaq delists the SPAC Class A Shares from trading on its exchange and we are not able to list the SPAC Class A Shares on another national securities exchange, we expect the SPAC Class A Shares could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

• a limited availability of market quotations for the SPAC Class A Shares;

• reduced liquidity for the SPAC Class A Shares;

• a determination that the SPAC Class A Shares are a “penny stock” which will require brokers trading in the SPAC Class A Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the SPAC Class A Shares;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because the SPAC Class A Shares are listed on Nasdaq, the SPAC Class A Shares will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of the SPAC Class A Shares, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

The SPAC Articles provide that the courts of the Cayman Islands will be the exclusive forum for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.

The SPAC Articles provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the SPAC Articles or otherwise related in any way to each shareholder’s shareholding in us, including but not limited to: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our shareholders; (iii) any action asserting a claim arising pursuant to any provision of the Cayman Companies Act or the SPAC Articles; or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. The forum selection provision in the SPAC Articles will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim.

The SPAC Articles also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.

This choice of forum provision may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find this type

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of provisions to be inapplicable or unenforceable, and if a court were to find this provision in the SPAC Articles to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance.

Risks Related to U.S. Federal Income Taxation

If the First Merger does not qualify as a reorganization under Section 368 of the Code, holders of SPAC Class A Shares may recognize taxable gain as a result of the exchange of SPAC Class A Shares for PubCo Ordinary Shares, and may be required to pay additional U.S. federal income taxes, in the taxable year in which the First Merger occurs.

The First Merger should qualify as a reorganization under Section 368(a)(1)(F) of the Code, and the Company, SPAC, Merger Sub and PubCo have agreed pursuant to the Business Combination Agreement to report the First Merger as such. However, the position of the Company, SPAC, Merger Sub and PubCo is not binding on the IRS or the courts, and the parties do not intend to request a ruling from the IRS with respect to the tax treatment of the First Merger.

If the IRS were to be successful in taking the position that the First Merger and related transactions are not treated as a reorganization under Section 368 of the Code, the exchange of SPAC Class A Shares for PubCo Ordinary Shares would generally be treated as a taxable exchange and holders of SPAC Class A Shares may be required to pay additional U.S. federal income taxes with respect to the taxable year in which the First Merger occurs. For additional discussion of certain U.S. federal income tax considerations of the First Merger, please see the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the First Merger to U.S. Holders.”

SPAC, or after the Business Combination, PubCo, may be or may become a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. Holders.

If PubCo is (or, before the Business Combination, SPAC was) a PFIC for any taxable year, or portion thereof, that is included in the holding period of a U.S. Holder, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences (including in connection with the exercise of redemption rights in connection with the Business Combination, the First Merger, and the ownership and disposition of PubCo Ordinary Shares after the Business Combination) and may be subject to additional reporting requirements. SPAC believes that it likely was a PFIC for the taxable years ended December 31, 2024 and December 31, 2025. Further, assuming the First Merger qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, PubCo will be treated as SPAC’s successor for U.S. federal income tax purposes. As discussed below, SPAC believes that SPAC and/or PubCo may be a PFIC for the taxable year ending December 31, 2026.

U.S. Holders are urged to consult their own tax advisors regarding the possible application of the PFIC rules to SPAC Class A Shares, SPAC Rights, and PubCo Ordinary Shares. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders.”

Risks Related to the Post-Business Combination Company

Subsequent to the consummation of the Business Combination, PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on PubCo’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although the SPAC has conducted due diligence on GOWell, the SPAC cannot assure you that this diligence revealed all material issues that may be present in GOWell, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the SPAC’s or PubCo’s control will not later arise. As a result, PubCo may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with the SPAC’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on liquidity, the fact that PubCo reports charges of this nature could contribute to negative market perceptions about PubCo or its securities. In addition, charges of this nature may cause PubCo to violate net worth or other covenants to which it may be subject. Accordingly, any SPAC Shareholder who chooses to remain a shareholder of PubCo following the Business Combination could suffer a reduction in the value of their shares.

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Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by the SPAC’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that this proxy statement/prospectus contained an actionable material misstatement or material omission.

There can be no assurance that the PubCo Ordinary Shares issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing.

PubCo has applied to list the PubCo Ordinary Shares on Nasdaq under the proposed symbol “GOW” upon the Closing. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the PubCo Ordinary Shares must be conditionally approved for listing on Nasdaq or another major U.S. national securities exchange, subject only to official notice thereof. There can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. It is important for you to know that, at the time of the SPAC’s EGM, the parties may not have received from Nasdaq either confirmation of the listing of the PubCo Ordinary Shares or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the PubCo Ordinary Shares would not be listed on any nationally recognized securities exchange.

The market price of PubCo Ordinary Shares may be highly volatile and may decline regardless of our operating performance. You may lose some or all of your investment.

The trading price of PubCo Ordinary Shares following completion of the Business Combination is likely to be volatile. The U.S. stock market has experienced significant volatility that often has been unrelated or disproportionate to the operating performance of particular companies. The price of PubCo Ordinary Shares could fluctuate in response to a number of factors, including: our operating and financial performance and prospects; changes in financial estimates by securities analysts; the public’s reaction to our public announcements and SEC filings; the market’s reaction to our reduced disclosure requirements as an “emerging growth company”; international sanctions or trade restrictions imposed on us or our shareholders; and general market, economic, and political conditions, including those resulting from inflation, conflicts (such as the war in Ukraine and the escalating tensions between the United States, Israel, and Iran, which particularly affect our Dubai operations), and natural disasters. These broad market and industry factors may materially reduce the market price of PubCo Ordinary Shares, regardless of our operating performance, and you may suffer a loss on your investment. Additionally, our share price may be exposed to additional risks because our business will become a public company through a “de-SPAC” transaction, potentially subjecting us to increased scrutiny by the SEC.

Geopolitical conflicts involving Iran, military actions in the Middle East, and the war in Ukraine may adversely affect global economic conditions and cause significant volatility in the trading price of PubCo Ordinary Shares.

The heightened military conflict involving the United States, Israel, and Iran, which escalated significantly in February 2026, has led to profound instability in global financial and energy markets. These events, including the closure of strategic airspaces and critical maritime routes such as the Strait of Hormuz and the Red Sea, have contributed to a dramatic increase in the price of oil and gas and created widespread market uncertainty. The ongoing disruptions caused by these military actions, and the potential for further escalation, could result in protracted and severe damage to the global economy and investment climate.

Furthermore, the continuing war in Ukraine and the resulting sanctions levied by the United States, the European Union, and other nations against Russia continue to impact global financial markets. The extent and duration of these military actions in the Middle East and Eastern Europe, as well as the resulting sanctions and market disruptions, are impossible to predict but are expected to remain substantial.

Such geopolitical instability often leads to broad sell-offs in the equity markets and heightened investor sensitivity to risk. Consequently, these developments may materially and adversely affect the market price of PubCo Ordinary Shares, regardless of our actual operating performance. We cannot predict the ultimate progress or outcome of these situations, and any prolonged unrest or intensified military activities could have a material adverse effect on the global economy, which in turn could negatively impact our financial condition and the value of our securities.

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Future resales of PubCo Ordinary Shares by our large shareholders after the consummation of the Business Combination may cause the market price of our securities to drop significantly, even if our business is performing well.

Following the expiration of any applicable lock-up periods, the Sponsors, Hegro, and other large shareholders will not be restricted from selling the PubCo Ordinary Shares held by them, subject only to applicable securities laws. Upon completion of the Business Combination, the Sponsors and Hegro will collectively beneficially own a significant percentage of the issued and outstanding PubCo Ordinary Shares. As restrictions on resale end, the sale or possibility of sale of these large blocks of shares could have the effect of increasing the volatility in the market price of PubCo Ordinary Shares, and the market price could decline if these holders sell them or are perceived by the market as intending to sell them. Various factors may limit GOWell’s ability to declare and pay dividends. For more information on the applicable lock-up agreements, see “Ancillary Documents — Lock-Up Agreements.”

The registration statement of which this proxy statement/prospectus forms a part also includes a resale prospectus with respect to the resale by the Selling Shareholders named therein of up to 12,944,118 PubCo Ordinary Shares. The Selling Shareholders may sell such shares at any time and from time to time after the expiration of any applicable lock-up periods.

In addition, PubCo may file a registration statement to register shares reserved for future issuance under the PubCo Equity Incentive Plan and the PubCo ESPP. Subject to the satisfaction of applicable vesting requirements and expiration of any applicable lock-up provisions, the shares issued upon exercise of outstanding share options would be available for immediate resale in the open market.

If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of PubCo Ordinary Shares could decline.

The trading market for PubCo Ordinary Shares will be influenced by the research and reports that industry or securities analysts publish about us. We may be unable or slow to attract research coverage, and if one or more analysts cease coverage or fail to regularly publish reports, we could lose visibility in the financial markets, which could negatively impact our price and trading volume. If any analyst covering us changes their recommendation adversely, provides more favorable relative recommendations about our competitors, or if our reported results do not meet their expectations, the market price of PubCo Ordinary Shares could decline.

A market for PubCo securities may not develop or be sustained, which could adversely affect the liquidity and price of our shares.

The price of PubCo securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for our securities may never develop or, if developed, may not be sustained. Additionally, if the PubCo securities are not listed on, or become delisted from, Nasdaq for any reason, the liquidity and price of the PubCo securities may be more limited. You may be unable to sell your securities unless a market can be established or sustained.

Since we do not expect to pay any dividends on Ordinary Shares for the foreseeable future, your ability to achieve a return on your investment will depend on the appreciation in the price of PubCo Ordinary Shares.

You should not rely on an investment in PubCo Ordinary Shares to provide dividend income. We do not anticipate paying any cash dividends to our shareholders in the foreseeable future, as our ability to declare and pay dividends is subject to the discretion of our board of directors and various factors, including our financial condition and prospects, earnings, capital requirements, and contractual and currency restrictions. Accordingly, you must rely on sales of your PubCo Ordinary Shares after price appreciation, which may never occur, as the only way to realize any return on your investment.

We may incur significant expenses or struggle to execute our business and growth strategies if we become subject to any securities litigation, shareholder activism, or regulatory actions.

The market volatility following “de-SPAC” transactions has often led to securities class action litigation and shareholder activism. Volatility in our share price or other reasons may cause us to become the target of such actions. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs, divert our management attention and resources from our business, and harm our relationships with customers. Furthermore, our business operations and jurisdiction subject us to regulatory oversight, and any future non-compliance could subject us to regulatory actions and the assessment of penalties, which may adversely affect our business and financial results.

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We will incur increased costs and obligations as a result of being a public company, and our management team has limited experience managing a public company, which could harm our operating results.

As a publicly traded company, we will incur significant legal, accounting, and other expenses that we were not required to incur as a privately held business. New and changing laws and regulations relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act and rules implemented by the SEC and Nasdaq, will increase our legal and financial compliance costs and lead to a diversion of management time from revenue-generating activities. Compliance with these rules and regulations will increase the legal and financial compliance costs of PubCo, make some activities more difficult, time-consuming, or costly, and increase demand on PubCo’s systems and resources, particularly after it is no longer an “emerging growth company.” PubCo may need to hire more employees in the future or engage outside consultants to comply with these requirements, which will increase its costs and expenses. Furthermore, certain members of our executive team have limited experience managing a publicly traded company subject to significant regulatory oversight and reporting obligations. As a result, the required development and implementation of the infrastructure necessary for a U.S. public company may require costs greater than expected and divert management’s attention from our core business strategy, which could adversely affect our business and financial condition.

Our failure to timely and effectively implement and maintain appropriate internal controls over financial reporting could have a material adverse effect on our business, financial condition, and reputation.

Section 404 of the Sarbanes-Oxley Act will require our management to evaluate the effectiveness of our internal control over financial reporting beginning with our annual report for the year ending December 31, 2026. Because we are an emerging growth company, our independent registered accounting firm is not required to attest to the effectiveness of our internal controls over financial reporting. However, if we fail to timely and effectively implement and maintain controls, or if we identify material weaknesses or significant deficiencies, it could harm our operating results, cause us to fail to meet our financial reporting obligations, or result in material misstatements in our financial statements. Any such failure could adversely affect our business, reduce our share price, and expose us to regulatory fines.

Future issuances of PubCo Ordinary Shares or rights to purchase PubCo Ordinary Shares, including pursuant to its equity incentive plan, could result in additional dilution to the percentage ownership of PubCo’s shareholders and could cause the price of PubCo Ordinary Shares to decrease.

To raise capital or for other strategic purposes, PubCo may sell PubCo Ordinary Shares, convertible securities, or other equity securities in one or more transactions at prices and in a manner, PubCo determines from time to time. PubCo also may issue PubCo Ordinary Shares or grant other equity awards for compensatory purposes under its equity incentive plan. If PubCo issues PubCo Ordinary Shares, convertible securities, or other equity securities, including equity awards under its equity incentive plan, its then-existing shareholders could be materially diluted by such issuances, and which could cause the price of PubCo Ordinary Shares to decline.

Risks Related to the Adjournment Proposal

If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes have been obtained to approve the Business Combination Proposal, the chairman of the SPAC Board will not have the ability to adjourn the EGM to a later date in circumstances where such adjournment is necessary to permit the Business Combination to be approved.

If, at the EGM, the chairman of the SPAC Board determines that it would be advisable and in the best interests of the SPAC to adjourn the EGM to give the SPAC more time to consummate the Business Combination for whatever reason (such as if the Business Combination Proposal is not approved, or if additional time is needed to fulfill other closing conditions), the chairman of the SPAC Board will seek approval to adjourn the EGM to a later date or dates. If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes have been obtained to approve the Business Combination Proposal, the chairman of the SPAC Board will not have the ability to adjourn the EGM to a later date in order to solicit further votes or take other steps to cause the conditions to the Business Combination to be satisfied. In such event, the Business Combination would not be completed.

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General Risk Factors

We are currently in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by a new U.S. presidential administration and accompanying regulatory activities and economic policies and events related thereto, ongoing military conflicts and geopolitical instability and inflation and interest rates.

U.S. and global markets have recently been experiencing volatility and disruption caused by economic uncertainty, including as a result international trade disputes and ongoing military disputes and related geopolitical uncertainty. International trade disputes, including threatened or implemented tariffs by the Trump administration and threatened or implemented tariffs by foreign countries in retaliation, could adversely impact GOWell’s business. Trade disputes could also adversely impact supply chains which could now or in the future increase costs to GOWell or delay delivery of key inventories and supplies. Trade disputes can also be highly disruptive to global financial markets. The length and impact of the ongoing trade disputes and military conflicts are highly unpredictable. GOWell and the SPAC are continuing to monitor the trade disputes, inflation, interest rates and the military conflicts and the impacts to global capital markets, to GOWell’s business, and to the parties’ ability to complete the Business Combination.

The SPAC is, and we expect that PubCo will be, an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

The SPAC is, and we expect that PubCo will be, an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Accordingly, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years after the completion of the Business Combination, although circumstances could cause us to lose that status earlier, including if the market value of the SPAC Class A Shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

PubCo will qualify as a “foreign private issuer” within the meaning of the rules under the Exchange Act, and as such PubCo is exempt from certain provisions applicable to United States domestic public companies.

PubCo is expected to qualify as a “foreign private issuer” under the rules and regulations of the SEC. As such, PubCo is exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the

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solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and (iii) the selective disclosure rules applicable to issuers of material nonpublic information under Regulation FD. With respect to Section 16, PubCo will not be subject to the short-swing profit recovery provisions contained in Section 16 of the Exchange Act; however, effective March 18, 2026, the executive officers and directors of PubCo will be required, pursuant to the Holding Foreign Companies Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of PubCo’s securities, while the principal shareholders of PubCo who are neither officers nor directors will remain exempt from Section 16(a) reporting requirements.

PubCo will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. However, the information PubCo is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, after the Business Combination, if you continue to hold PubCo’s securities, you may receive less or different information about the PubCo than you currently receive about the SPAC or that you would receive about a U.S. domestic public company.

PubCo could lose its status as a foreign private issuer under current SEC rules and regulations if more than 50% of PubCo’s outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of PubCo’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of PubCo’s assets are located in the U.S.; or (iii) PubCo’s business is administered principally in the U.S.

If PubCo loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the U.S. If this were to happen, PubCo would likely incur substantial costs in fulfilling these additional regulatory requirements and members of the Post-Combination Company’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled. See “Management of PubCo After the Business Combination — Foreign Private Issuer.”

PubCo, as a “foreign private issuer” and “controlled company” within the meaning of the rules of Nasdaq, is permitted to follow certain home country corporate governance practices and to rely on certain exemptions from Nasdaq corporate governance requirements that may afford less protection to shareholders than they would enjoy if PubCo complied fully with the Nasdaq Stock Market corporate governance listing standards.

A “controlled company” within the meaning of the rules of Nasdaq is a company of which more than 50% of the voting power is held by an individual, group, or another company. After the Closing, it is expected that the GOWell Shareholder will hold between 53.2% and 63.4% of the outstanding PubCo Ordinary Shares, depending on the level of Redemptions, including the PubCo Ordinary Shares issuable upon conversion of the PubCo Preferred Shares issued pursuant to the PIPE Investments, and excluding (i) the Earnout Shares, (ii) the PubCo Warrants, (iii) the PubCo Ordinary Shares underlying the PubCo Warrants, and (iv) the PubCo Ordinary Shares issuable under the PubCo Incentive Plan. As a result of the GOWell Shareholder’s majority ownership, which would give it the ability to control the outcome of certain matters submitted to PubCo’s shareholders for approval, including the appointment or removal of directors (subject to certain limitations described elsewhere in this proxy statement/prospectus), PubCo is expected to qualify as a “controlled company” within the meaning of Nasdaq’s corporate governance standards.

PubCo will also qualify as a “foreign private issuer” under the rules of Nasdaq and is therefore permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of certain Nasdaq corporate governance standards applicable to U.S. domestic companies. Certain corporate governance practices in the Cayman Islands may differ significantly from the Nasdaq Stock Market corporate governance listing standards.

As a result of PubCo’s status as a foreign private issuer, PubCo has the option not to comply with, and intends to rely on exemptions from, the following Nasdaq corporate governance requirements: (i) the requirement that a majority of its board of directors consist of independent directors; (ii) the requirement that its compensation committee consist entirely of independent directors; (iii) the requirement that its nominating or corporate governance committee consist entirely of independent directors; and (iii) the requirement to hold regularly scheduled executive sessions with only independent directors each year. As permitted by these exemptions, it is expected that following the Closing, a majority of the PubCo Board will not be comprised of independent directors.

Where PubCo’s status as both a controlled company and a foreign private issuer provides overlapping exemptions from the same Nasdaq requirement, PubCo intends to rely on both exemptions concurrently to the extent permitted. Accordingly, PubCo’s shareholders may not have the same protections afforded to shareholders of companies that

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are subject to all of the corporate governance requirements of the Nasdaq rules, and such home country practices may afford less protection to holders of PubCo’s securities than the protections available under Nasdaq’s corporate governance standards. For additional information regarding the home country practices PubCo intends to follow in lieu of Nasdaq requirements, see “Management of PubCo After the Business Combination — Foreign Private Issuer.”

If at any time PubCo ceases to be a foreign private issuer, PubCo Board intends to take any action that may be necessary to comply with the applicable Nasdaq rules, subject to any permitted phase-in period. These and any other actions necessary to achieve compliance with such rules may increase PubCo’s legal and administrative costs, will make some activities more difficult, time-consuming and costly, and may also place additional strain on PubCo’s personnel, systems and resources.

Because PubCo was incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

PubCo is an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the U.S. courts against our directors or officers.

Our corporate affairs will be governed by the PubCo A&R Articles, the Cayman Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

PubCo has been advised by Ogier (Cayman) LLP, its Cayman Islands legal counsel, that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of courts of the United States obtained against it or its directors or officers predicated upon the civil liability provisions of the federal securities laws of the United States or any state in the United States; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against it predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature or otherwise contrary to Cayman Islands public policy. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States, the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given, provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment (i) must be final and conclusive, (ii) must be given by a court of competent jurisdiction (the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction), and (iii) must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, PubCo’s shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a U.S. company.

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The PubCo A&R Articles provide that the courts of the Cayman Islands will be the exclusive forum for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.

The PubCo A&R Articles provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the PubCo A&R Articles or otherwise related in any way to each shareholder’s shareholding in us, including but not limited to: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our shareholders; (iii) any action asserting a claim arising pursuant to any provision of the Cayman Companies Act or the PubCo A&R Articles; or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. The forum selection provision in the PubCo A&R Articles will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim.

The PubCo A&R Articles also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.

This choice of forum provision may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in the PubCo A&R Articles to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance.

If PubCo Ordinary Shares are not eligible for deposit and clearing within the facilities of the Depository Trust Company (“DTC”), then transactions in PubCo Ordinary Shares may be disrupted.

The facilities of the DTC are a widely used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms. PubCo expects that its Ordinary Shares or the PubCo Warrants will be eligible for deposit and clearing within the DTC system. The Company expects to enter into arrangements with DTC whereby it will agree to indemnify DTC for stamp duty that may be assessed upon it as a result of its service as a depository and clearing agency for PubCo Ordinary Shares. PubCo expects these actions, among others, will result in DTC agreeing to accept its Ordinary Shares for deposit and clearing within its facilities.

DTC is not obligated to accept PubCo Ordinary Shares for deposit and clearing within its facilities in connection with the listing and, even if DTC does initially accept PubCo Ordinary Shares, it will generally have discretion to cease to act as a depository and clearing agency for PubCo Ordinary Shares.

If DTC determines at any time after the completion of the transactions and the listing that PubCo Ordinary Shares were not eligible for continued deposit and clearance within its facilities, then the Company believes the PubCo Ordinary Shares would not be eligible for continued listing on a U.S. securities exchange and trading in the shares would be disrupted. While PubCo would pursue alternative arrangements to preserve its listing and maintain trading, any such disruption could have a material adverse effect on the market price of PubCo Ordinary Shares.

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THE EXTRAORDINARY GENERAL MEETING OF SPAC SHAREHOLDERS

General

SPAC is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the SPAC Board for use at the EGM and at any adjournment or postponement thereof. This proxy statement/prospectus provides SPAC Shareholders with information they need to know to be able to vote or direct their vote to be cast at the EGM.

Date, Time and Place of the EGM

The EGM will be held virtually at 10:00 a.m., Eastern Time, on September 3, 2026. The EGM will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/inflectionpointacquisitionv/bc2026. For the purposes of Cayman Islands law and the SPAC Articles, the physical location of the EGM will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020.

Purpose of the EGM

At the EGM, SPAC is asking holders of SPAC Ordinary Shares to consider and vote upon:

• the Business Combination Proposal.    A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

• the Merger Proposal.    The First Plan of Merger is attached to this proxy statement/prospectus as Annex B;

• the Advisory Organizational Documents Proposals.    The PubCo A&R Articles are attached to this proxy statement/prospectus as Annex C;

• the Incentive Plan Proposal.    The form of GOWell Energy Technology 2026 Equity Incentive Plan is attached to this proxy statement/prospectus as Annex L; and

• the Adjournment Proposal.

The Closing is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Business Combination Proposal and the Merger Proposal are each cross-conditioned on each other. The Advisory Organizational Documents Proposals and the Incentive Plan Proposal are each conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposals are not approved, the Advisory Organizational Documents Proposals and the Incentive Plan Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

Recommendation of the SPAC Board

The SPAC Board believes that each of the Business Combination Proposal, the Merger Proposal, each of the separate Advisory Organizational Documents Proposals, the Incentive Plan Proposal and the Adjournment Proposal is fair and is in the best interest of SPAC’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal, “FOR” the approval, on an advisory basis, for each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the EGM.

After careful consideration, the SPAC Board determined that the Business Combination is advisable and in the best interests of SPAC and its shareholders, and approved, among other things, the Business Combination Agreement, the Business Combination and the other agreements and transactions contemplated thereby.

For a description of the SPAC Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the SPAC Board, see the subsection entitled “The Business Combination — The SPAC Board’s Reasons for the Approval of the Business Combination”.

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When you consider the recommendation of the SPAC Board in favor of approval of these proposals, you should keep in mind that, aside from their interests as shareholders, the Sponsors and SPAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of unaffiliated SPAC Shareholders. Please see the subsection entitled “The Business Combination — Interests of Certain SPAC Persons in the Business Combination”.

Record Date; Who is Entitled to Vote

SPAC Shareholders will be entitled to vote or direct votes to be cast at the EGM if they owned SPAC Ordinary Shares at the close of business on June 30, 2026 which is the “Record Date” for the EGM. Shareholders will have one vote for each SPAC Ordinary Share owned at the close of business on the Record Date on each Shareholder Proposal on which such SPAC Ordinary Share is entitled to vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. SPAC Rights do not have voting rights. As of the close of business on the Record Date for the EGM, there were 11,909,375 SPAC Ordinary Shares issued and outstanding, of which 8,625,000 were issued and outstanding Public Shares.

As of the Record Date, the Sponsors and Representatives held of record and were entitled to vote an aggregate of 3,284,375 SPAC Ordinary Shares. SPAC’s officers and directors did not hold of record or beneficially own any SPAC Ordinary Shares as of the Record Date. The SPAC Ordinary Shares held by the Sponsors and Representatives constitute approximately 27.6% of the outstanding SPAC Ordinary Shares as of the Record Date. Pursuant to the SPAC Holders Support Agreement, the Sponsors and Representatives have agreed to vote any SPAC Ordinary Shares held by them as of the Record Date in favor of the Business Combination, including voting in favor of each of the Condition Precedent Proposals. No consideration has been or will be paid by PubCo, SPAC or GOWell to the Sponsors and Representatives in connection with such agreements. To the extent that the Sponsors, Representatives or their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.

Each of the Sponsors and the Representatives have agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the EGM. As of the Record Date, the Prior Sponsor, the New Sponsor and the Representatives owned approximately 18.1%, 8.3% and 1.2%, respectively, of the issued and outstanding SPAC Ordinary Shares.

Abstentions and Broker Non-Votes

With respect to each proposal in this proxy statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

If a SPAC Shareholder fails to return a proxy card and does not attend the EGM in person (or virtually), then the SPAC Shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the EGM. If a valid quorum is established, any such failure to vote will have no effect on the outcome of any other proposal in this proxy statement.

Abstentions will be counted in connection with the determination of whether a valid quorum is established but will not constitute votes cast at the EGM and therefore will have no effect on any of the proposals as a matter of Cayman Islands law.

Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. SPAC believes all the proposals presented to the SPAC Shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Proxies relating to “street name” shares that are returned to SPAC but marked by brokers as “not voted” are considered present for the purposes of establishing a quorum, but will not count as votes cast at the EGM, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

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Quorum and Vote of SPAC Shareholders

A quorum of SPAC Shareholders is necessary to hold a valid meeting. A quorum will be present at the EGM if the holders of at least one-third of the issued and outstanding SPAC Ordinary Shares entitled to vote at the EGM are represented in person (including virtually) or by proxy (which would include presence at the EGM). Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the EGM and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

As of the Record Date for the EGM, 3,969,793 SPAC Ordinary Shares would be required to achieve a quorum.

Each of the Sponsors and the Representatives have agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the EGM. As of the Record Date, the Prior Sponsor, the New Sponsor and the Representatives owned approximately 18.1%, 8.3% and 1.2%, respectively, of the issued and outstanding SPAC Ordinary Shares.

The Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Business Combination Proposal is conditioned on the approval of the Merger Proposal. Therefore, if the Merger Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

Merger Proposal — The approval of the Merger Proposal requires a special resolution under the Cayman Companies Act, being the affirmative vote (in person (including virtually) or by proxy) of holders of at least two-thirds of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Merger Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Merger Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares entitled to vote and are voted at the EGM. The Advisory Organizational Documents Proposals are conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposals are not approved, the Advisory Organizational Documents Proposals will have no effect, even if approved by holders of SPAC Ordinary Shares.

Incentive Plan Proposal — The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Incentive Plan Proposal is conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if each of the Business Combination Proposal and Merger Proposal are not approved, the Incentive Plan Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Adjournment Proposal is not conditioned upon any other proposal.

Voting Your Shares

Each SPAC Class A Share and each SPAC Class B Share that you own in your name entitles you to one vote on each Shareholder Proposal on which such SPAC Ordinary Share is entitled to vote. Your proxy card shows the number of SPAC Ordinary Shares that you own.

If you are a record owner of your shares, there are two ways to vote your SPAC Ordinary Shares at the EGM:

You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy”, whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended

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by the SPAC Board “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the EGM. Votes received after a matter has been voted upon at the EGM will not be counted.

You Can Attend the EGM and Vote During the Meeting.

• You can attend the EGM and vote in person (including virtually) even if you have previously voted by submitting a proxy pursuant to any of the methods noted above.

• If your shares are registered in your name with Continental and you wish to attend the EGM virtually, go to https://www.cstproxy.com/inflectionpointacquisitionv/bc2026, enter the 12-digit control number included on your proxy card or notice of the EGM and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the EGM you will need to log back into the EGM site using your control number. Pre-registration is recommended but is not required in order to attend virtually.

• Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the EGM must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the EGM. After contacting Continental, a beneficial holder will receive an e-mail prior to the EGM with a link and instructions for entering the EGM. Beneficial shareholders should contact Continental at least five business days prior to the EGM date in order to ensure access.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person or online and your shares are held in “street name”, you must obtain a legal proxy from your broker, bank or nominee. That is the only way SPAC can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a SPAC Shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

• sending another proxy card with a later date prior to the vote at the EGM;

• notifying Michael Blitzer, Chairman and Chief Executive Officer of SPAC, in writing prior to the vote at the EGM that you have revoked your proxy; or

• attending the EGM in person or virtually, revoking your proxy, and voting as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions about Voting Your Shares

If you are a SPAC Shareholder and have any questions about how to vote or direct a vote in respect of your SPAC Ordinary Shares, you may call Sodali & Co, our proxy solicitor, toll free at (800) 662-5200, or banks and brokers can call (203) 658-9400, or by emailing IPEX.info@investor.sodali.com.

Redemption Rights

Pursuant to the SPAC Articles, a Public Shareholder may request to redeem all or a portion of its Public Shares for cash in connection with the completion of the Business Combination. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a) (i) hold Public Shares or (ii) hold Public Shares through SPAC Units and elect to separate your SPAC Units into the underlying Public Shares and SPAC Rights prior to exercising your redemption rights with respect to the Public Shares;

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(b) submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that SPAC redeem all or a portion of your Public Shares for cash; and

(c) deliver the certificates for your Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on September 1, 2026 (two business days before the initial scheduled date of the EGM) in order for their Public Shares to be redeemed.

Any Public Shareholder (who is not a Sponsor, Representative, SPAC Officer or SPAC Director) may elect to redeem all or a portion of the Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they are a holder of record on the Record Date. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its redemption rights to redeem all or a portion of the Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to Continental, SPAC will redeem such Public Shares for the Redemption Price, a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination including interest earned on the Trust Account (such interest shall be net of taxes payable), divided by the number of then issued Public Shares. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share Redemption Price. For illustrative purposes, as of the Record Date, this would have amounted to approximately $10.54 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares.

If you hold the shares in “street name”, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. Continental will typically charge the tendering broker a nominal amount and it would be up to the broker to decide whether to pass this cost on to the redeeming shareholder. In the event the Business Combination is not consummated this may result in an additional cost to shareholders for the return of their Public Shares.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with SPAC’s consent, until the Closing. If a holder delivers his, her or its Public Shares for redemption to Continental and later decides to withdraw such request prior to the deadline for submitting redemption requests, the holder may request that Continental return the shares (physically or electronically).

Any corrected or changed written exercise of redemption rights must be received by Continental at least two business days prior to the initial scheduled date of the EGM. No request for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Continental at least two business days prior to the initial scheduled date of the EGM.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a partnership, limited partnership, syndicate or other group for the purposes of acquiring, holding, or disposing of Public Shares, will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the then issued Public Shares without the prior consent of SPAC. Accordingly, if a Public Shareholder, alone or acting in concert or as a partnership, limited partnership, syndicate or other group, seeks to redeem more than 15% of the then issued Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Holders of the SPAC Rights will not have redemption rights with respect to the SPAC Rights.

The closing price of Public Shares on August 10, 2026 was $10.57. As of the Record Date, the funds in the Trust Account totaled approximately $90,913,727 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, or approximately $10.54 per issued and outstanding Public Share.

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Prior to exercising redemption rights, Public Shareholders should verify the market price of the Public Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. SPAC cannot assure its shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their Public Shares.

Appraisal Rights

The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein. For more information, see the section entitled “Proposal No 2 — The Merger Proposal — Appraisal Rights under the Cayman Companies Act.”

Proxy Solicitation

SPAC is soliciting proxies on behalf of the SPAC Board. This solicitation is being made by mail but also may be made by telephone or in person. SPAC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. SPAC will file with the SEC all scripts and other electronic communications as proxy soliciting materials. SPAC will bear the cost of the solicitation.

SPAC has engaged Sodali & Co. to assist in the solicitation process and will pay Sodali & Co. a fee of $17,500, plus disbursements.

SPAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. SPAC will reimburse them for their reasonable expenses.

SPAC Shareholders

As of the Record Date, there were 11,909,375 SPAC Ordinary Shares issued and outstanding, which include 990,000 Founder Shares held by the New Sponsor, 2,153,750 SPAC Class A Shares held by the Prior Sponsor, 140,625 SPAC Class A Shares held by the Representatives, and 8,625,000 Public Shares. As of the Record Date, there was an aggregate of 8,890,625 SPAC Rights issued and outstanding, which included 125,000 and 140,625 rights underlying the Private Placement Units held by the Prior Sponsor and Representatives, respectively, and 8,625,000 Public Rights.

Potential Purchases of Public Shares

At any time prior to the EGM, during a period when they are not then aware of any material nonpublic information regarding the SPAC or its securities, the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates may purchase Public Shares or Public Rights in privately negotiated transactions or in the open market, or take other actions to incentivize non-redemption, although they are under no obligation to do so. There is no limit on the number of Public Shares or Public Rights that such persons may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. On July 28, 2026, SPAC and PubCo entered into the Capital Markets Advisor Engagement Letter, in which a portion of the fee payable to the advisor would consist of a reimbursement of the advisor for 50,000 SPAC Class A Shares to be purchased by the advisor prior to the Closing from one or more redeeming shareholders through privately negotiated transactions at a price no higher than the Redemption Price. Other than as expressly stated herein, the Sponsors, the SPAC’s directors, managers, officers, advisors and their affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Rights in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

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The purpose of any such transactions could be to (1) increase the likelihood of obtaining the SPAC Shareholder Approval of the Business Combination, (2) reduce the amount of Redemptions, or (3) reduce the number of Public Rights outstanding. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of PubCo’s securities on a national securities exchange post-consummation of the Business Combination.

The Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event the Sponsors, the SPAC’s or GOWell’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares or SPAC Rights, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

• this proxy statement/prospectus discloses the possibility that the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates may purchase Public Shares or SPAC Rights from Public Shareholders outside the redemption process, along with the purpose of such purchases;

• if the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares from Public Shareholders, they would do so at a price no higher than the Redemption Price;

• any of our securities purchased by the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates will not be voted in favor of approving the Business Combination;

• the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates will not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

• we will disclose in a Form 8-K, before the EGM, the following material items:

• the amount of securities purchased outside of the redemption offer by the Sponsors or the SPAC’s, the SPAC’s, or GOWell’s directors, managers, officers, advisors and their affiliates, along with the purchase price;

• the purpose of the purchases by the Sponsors or the SPAC’s, the SPAC’s, or GOWell’s directors, managers, officers, advisors and their affiliates;

• the impact, if any, of the purchases by the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates on the likelihood that the Business Combination will be approved;

• the identities of the security holders who sold to the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to the Sponsors, the SPAC’s, or GOWell’s directors, managers, officers, advisors and their affiliates; and

• the number of Public Shares for which the SPAC has received redemption requests pursuant to its redemption offer.

Entering into any such arrangements may increase the number of shares sold into the market, which may have a depressive effect on the price of the PubCo Ordinary Shares. In addition, the public “float” of our Public Shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our PubCo’s securities on a national securities exchange post-consummation of the Business Combination.

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PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

Overview

As discussed in this proxy statement/prospectus, SPAC Shareholders are being asked to consider and vote on the Business Combination Proposal to approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination.

SPAC Shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the sections entitled “The Business Combination,” “The Business Combination Agreement” and “Ancillary Documents” for more information and a summary of certain terms of the Business Combination and Business Combination Agreement. SPAC Shareholders are urged to read carefully the Business Combination Agreement in its entirety before voting.

Vote Required for Approval

The Business Combination is conditioned on the approval of the Business Combination Proposal at the EGM.

The approval of the Business Combination Proposal (and consequently, the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination) requires an ordinary resolution which is the affirmative vote (in person (including virtually) or by proxy) of holders of a majority of the outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. Failure to vote by proxy or to vote in person (including virtually) at the EGM or an abstention from voting will have no effect on the outcome of the vote on the Business Combination Proposal.

The Business Combination Proposal is conditioned on the approval of the Merger Proposal. Therefore, if the Merger Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of holders of a majority of the outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. As of the date of this proxy statement/prospectus, the Sponsors and Representatives have agreed to vote any SPAC Ordinary Shares owned by them in favor of the Business Combination Proposal. As of the Record Date, the Prior Sponsor, the New Sponsor and the Representatives owned approximately 18.1%, 8.3% and 1.2%, respectively, of the issued and outstanding SPAC Ordinary Shares. As a result, in addition to the approval by the Prior Sponsor, the New Sponsor and the Representatives, approval of the Business Combination Proposal by an ordinary resolution will require the affirmative vote of at least 2,670,314 Public Shares (or approximately 31.0% of the Public Shares) if all SPAC Ordinary Shares are present and cast a vote at the EGM. Assuming that only the holders of 3,969,793 SPAC Ordinary Shares, representing a quorum under the SPAC Articles, vote at the EGM, we will not need any Public Shares in addition to the SPAC Ordinary Shares held by the Sponsors and Representatives to be voted in favor of the Business Combination Proposal in order to approve such proposal.

Resolution to be Voted Upon

The full text of the resolution to be voted upon is as follows:

“RESOLVED, as an ordinary resolution, that subject to the approval of the Merger Proposal, the entry by Inflection Point Acquisition Corp. V (“SPAC”) into the Business Combination Agreement, dated as of October 13, 2025, by and among SPAC, GOWell Technology Limited, GOWell Energy Technology and IPCV Merger Sub Limited, attached to the proxy statement/prospectus accompanying the notice of meeting as Annex A (as amended on December 22, 2025 and July 13, 2026, and as it may be further amended, restated, supplemented and/or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which and among other things, on the terms and subject to the conditions set forth in the Business Combination Agreement, the parties will complete the Business Combination (as such term is defined in the proxy statement/prospectus) described in the proxy statement/prospectus, and the performance by SPAC of its obligations thereunder and the consummation of the Business Combination, be approved, ratified and confirmed in all respects.”

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Recommendation of the Board of Directors

The SPAC Board believes that the Business Combination Proposal to be presented at the EGM is advisable and in the best interests of SPAC and its shareholders.

THE SPAC BOARD UNANIMOUSLY RECOMMENDS THAT SPAC SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

The existence of financial and personal interests of one or more of SPAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is advisable and in the best interests of SPAC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsors and SPAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination — Interests of Certain Persons in the Transactions” for a further discussion of these considerations.

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PROPOSAL NO. 2 — THE MERGER PROPOSAL

This section describes certain terms of the First Plan of Merger, which may be material, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the First Plan of Merger. A copy of the First Plan of Merger is attached as Annex B to this proxy statement/prospectus and the following descriptions are qualified in their entirety by the full text in Annex B. SPAC Shareholders and other interested parties are urged to read the First Plan of Merger in its entirety prior to voting on the proposals presented at the EGM.

Overview

As discussed in this proxy statement/prospectus, SPAC Shareholders are being asked to consider and vote on a proposal to authorize and approve, by special resolution, the First Merger and the First Plan of Merger. The form of the First Plan of Merger is attached to this proxy statement/prospectus as Annex B.

As a matter of Cayman Islands law, approval of SPAC’s shareholders is required for the authorization of the First Plan of Merger, including, without limitation:

(i) the merger of SPAC with and into PubCo, with PubCo continuing as the surviving entity; and

(ii) the First Plan of Merger to be entered into by SPAC and PubCo in connection with the First Merger.

Vote Required for Approval

The approval of the Merger Proposal will require a special resolution under Cayman Islands law, which requires the affirmative vote (in person (including virtually) or by proxy) of holders of at least two-thirds of the SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the EGM and otherwise will have no effect on the Merger Proposal because the Merger Proposal requires the affirmative vote of at least two-thirds of votes cast and an abstention and broker non-vote is not a vote cast.

The Business Combination is conditioned on the approval of the Merger Proposal at the EGM. The Merger Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Merger Proposal will have no effect, even if approved by the holders of SPAC Ordinary Shares.

As of the date of this proxy statement/prospectus, the Sponsors and Representatives have agreed to vote any SPAC Ordinary Shares owned by them in favor of the Merger Proposal. As of the Record Date, the Prior Sponsor, the New Sponsor and the Representatives owned approximately 18.1%, 8.3% and 1.2%, respectively, of the issued and outstanding SPAC Ordinary Shares. As a result, in addition to the approval by the Prior Sponsor, the New Sponsor and the Representatives, approval of the Merger Proposal will require the affirmative vote of at least 4,655,209 Public Shares (or approximately 54.0% of the Public Shares) if all SPAC Ordinary Shares are present and cast votes at the EGM. Assuming that only the holders of 3,969,793 SPAC Ordinary Shares, representing a quorum under the SPAC Articles, vote at the EGM, we will not need any Public Shares in addition to the SPAC Ordinary Shares held by the Sponsors and Representatives to be voted in favor of the Merger Proposal in order to approve such proposal.

Resolution to be Voted Upon

The full text of the resolution to be voted upon is as follows:

“RESOLVED, as a special resolution that, subject to the approval of the Business Combination Proposal:

(a) Inflection Point Acquisition Corp. V (“SPAC”) be authorized to merge with GOWell Energy Technology (“PubCo”) so that PubCo will be the surviving company (the “Surviving Company”) and all the rights, undertaking, property, business, goodwill, benefits, immunities, privileges and liabilities of SPAC vest in the Surviving Company by virtue of such merger pursuant to the Companies Act of the Cayman Islands (As Revised) and the First Plan of Merger (the “First Merger”);

(b) the Plan of Merger in connection with the First Merger substantially in the form attached to the proxy statement/prospectus accompanying the notice of meeting as Annex B, as it may be further amended and/or restated from time to time (the “First Plan of Merger”), subject to such amendments as may be approved by SPAC or PubCo, be authorized and approved in all respects;

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(c) SPAC be authorized to enter into the First Plan of Merger, and any and all transactions provided for in the First Plan of Merger;

(d) there being no holders of any outstanding security interest granted by SPAC immediately prior to the Effective Time (as defined in the First Plan of Merger), the First Plan of Merger be executed by any one director on behalf of the SPAC and any director or delegate or agent thereof be authorized to submit the First Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands (“Registrar”);

(e) all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these resolutions by any director or officer of the SPAC in connection with the transactions contemplated by these resolutions be approved, ratified and confirmed in all respects.”

Recommendation of the Board of Directors

The SPAC Board believes that the Merger Proposal to be presented at the EGM is advisable and in the best interests of SPAC and its shareholders.

THE SPAC BOARD UNANIMOUSLY RECOMMENDS THAT SPAC SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.

The existence of financial and personal interests of one or more of SPAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is advisable and in the best interests of SPAC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsors and SPAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination — Interests of Certain Persons in the Transactions” for a further discussion of these considerations.

Appraisal Rights under the Cayman Companies Act

The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein.

Excerpts of relevant sections of the Cayman Companies Act follow:

Section 238 — Rights of dissenters

238(1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

238(2) A member who desires to exercise that person’s entitlement under subsection (1) shall give to the constituent company, before the vote on the merger or consolidation, written objection to the action.

238(3) An objection under subsection (2) shall include a statement that the member proposes to demand payment for that person’s shares if the merger or consolidation is authorized by the vote.

238(4) Within twenty (20) days immediately following the date on which the vote of members giving authorization for the merger or consolidation is made, the constituent company shall give written notice of the authorization to each member who made a written objection.

238(5) A member who elects to dissent shall, within twenty (20) days immediately following the date on which the notice referred to in subsection (4) is given, give to the constituent company a written notice of that person’s decision to dissent, stating (a) that person’s name and address; (b) the number and classes of shares in respect of which that person dissents; and (c) a demand for payment of the fair value of that person’s shares.

238(6) A member who dissents shall do so in respect of all shares that person holds in the constituent company.

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238(7) Upon the giving of a notice of dissent under subsection (5), the member to whom the notice relates shall cease to have any of the rights of a member except the right to be paid the fair value of that person’s shares and the rights referred to in subsections (12) and (16).

238(8) Within seven days immediately following the date of the expiration of the period specified in subsection (5) or within seven days immediately following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company shall make a written offer to each dissenting member to purchase that person’s shares at a specified price that the company determines to be their fair value; and if, within thirty (30) days immediately following the date on which the offer is made, the company making the offer and the dissenting member agree upon the price to be paid for that person’s shares, the company shall pay to the member the amount in money forthwith.

238(9) If the company and a dissenting member fail, within the period specified in subsection (8), to agree on the price to be paid for the shares owned by the member, within twenty (20) days immediately following the date on which the period expires (a) the company shall (and any dissenting member may) file a petition with the Court for a determination of the fair value of the shares of all dissenting members; and (b) the petition by the company shall be accompanied by a verified list containing the names and addresses of all members who have filed a notice under subsection (5) and with whom agreements as to the fair value of their shares have not been reached by the company.

238(10) A copy of any petition filed under subsection (9)(a) shall be served on the other party; and where a dissenting member has so filed, the company shall within ten days after such service file the verified list referred to in subsection (9)(b).

238(11) At the hearing of a petition, the Court shall determine the fair value of the shares of such dissenting members as it finds are involved, together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value.

238(12) Any member whose name appears on the list filed by the company under subsection (9)(b) or (10) and who the Court finds are involved may participate fully in all proceedings until the determination of fair value is reached.

238(13) The order of the Court resulting from proceeding on the petition shall be enforceable in such manner as other orders of the Court are enforced, whether the company is incorporated under the laws of the Islands or not.

238(14) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances; and upon application of a member, the Court may order all or a portion of the expenses incurred by any member in connection with the proceeding, including reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares which are the subject of the proceeding.

238(15) Shares acquired by the company pursuant to this section shall be cancelled and, if they are shares of a surviving company, they shall be available for re-issue.

238(16) The enforcement by a member of that person’s entitlement under this section shall exclude the enforcement by the member of any right to which that person might otherwise be entitled by virtue of that person holding shares, except that this section shall not exclude the right of the member to institute proceedings to obtain relief on the ground that the merger or consolidation is void or unlawful.

Section 239 — Limitation on rights of dissenters

239(1) No rights under section 238 shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 to accept for such shares anything except —

(a) shares of a surviving or consolidated company or depository receipts in respect thereof;

(b) shares of any other company or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders;

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(c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or

(d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

SPAC Shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Companies Act.

Holders of SPAC Rights and SPAC Units do not have appraisal rights in respect to such securities in connection with the Business Combination under the Cayman Companies Act.

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PROPOSAL NO. 3 — THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS

Overview

As discussed in this proxy statement/prospectus, SPAC Shareholders are being asked to consider and vote on the Advisory Organizational Documents Proposals to approve, by ordinary resolution, on an advisory, non-binding basis, the following six separate proposals Advisory Organizational Documents Proposals in connection with the adoption of the PubCo A&R Articles.

These six proposals are being presented separately in accordance with SEC guidance to give SPAC Shareholders the opportunity to present their separate views on important corporate governance provisions and will be voted upon on a non-binding advisory basis. This separate vote is not otherwise required by Cayman Islands law, but pursuant to SEC guidance, SPAC is required to submit these provisions to its shareholders separately for approval. The shareholder votes regarding these proposals are advisory in nature, and are not binding on SPAC, the SPAC Board, PubCo or the PubCo Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Organizational Documents Proposals. Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Organizational Document Proposals, the PubCo A&R Articles will take effect upon the Closing if the Conditions Precedent Proposals are approved. For more information, please see the section entitled “Comparison of Shareholder Rights.”

The following table sets forth a summary of the principal changes proposed to be made between the SPAC Articles and the PubCo A&R Articles. The following summaries are qualified by reference to the complete text of the SPAC Articles and the PubCo A&R Articles, a copy of which is attached to this proxy statement/prospectus as Annex C. All shareholders are encouraged to read the PubCo A&R Articles in its entirety for a more complete description of their terms.

		SPAC Articles		PubCo A&R Articles
Authorized Share Capital (Proposal 3A)		The share capital of SPAC under the SPAC Articles is US$55,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each.		The share capital of PubCo under the PubCo A&R Articles is US$50,000 divided into 450,000,000 ordinary shares of US$0.0001 par value each and 50,000,000 series A redeemable preference shares of US$0.0001 par value each.
Action by Written Consent of Shareholders (Proposal 3B)		The SPAC Articles permit SPAC Shareholders to approve matters by unanimous written resolution.		The PubCo A&R Articles require shareholders to take action at an annual general meeting or extraordinary general meeting and does not permit shareholder approval by unanimous written resolution in lieu of a general meeting.
Number of Directors (Proposal 3C)		The SPAC Articles provide that the number of directors shall consist of not less than one person, provided however that the limits in the number of directors may be increased or reduced by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders voting in person (including virtually) or by proxy at a general meeting of SPAC, or by unanimous written resolution of the shareholders.		The PubCo A&R Articles provide that the minimum number of directors will be one person with a maximum of seven persons, provided however that the limits in the number of directors may be increased or reduced by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders voting in person or by proxy at a general meeting of PubCo.

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		SPAC Articles		PubCo A&R Articles
Director Election, Vacancies and Removal (Proposal 3D)		Prior to the closing of a business combination, holders of the SPAC Class B Shares may by ordinary resolution appoint any person to be a director and holders of SPAC Class A Shares shall have no right to vote on the appointment or removal of any director. The SPAC Articles provide that the directors may appoint any person to be a director, either to fill a vacancy or as an additional director provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the SPAC Articles as the maximum number of directors. The SPAC’s directors are also classified into three separate classes of directors. After the consummation of a Business Combination, SPAC may by ordinary resolution appoint any person to be a director or may by ordinary resolution remove any director.		The PubCo A&R Articles provide that, subject to the Cayman Companies Act, for so long as the GOWell Shareholder, its affiliates and any other shareholders that have entered into an acting-in-concert agreement with the GOWell Shareholder, collectively hold not less than 40% of the then issued and outstanding PubCo Ordinary Shares and PubCo Preferred Shares, the GOWell Shareholder shall have the right to appoint and maintain in office such number of directors as shall constitute 50% of the total number of directors on the PubCo Board. Any director so appointed may be removed and replaced at any time by written notice from the GOWell Shareholder to PubCo. A director may otherwise be appointed or removed by a simple majority of the votes cast, in person or by proxy, at a general meeting. Any appointment may be to fill a vacancy or as an additional director. The PubCo Board will not be classified. Additionally, the PubCo Board has the power to appoint any person as a director, either to fill a vacancy or as an addition to the existing PubCo Board, subject to the total number of directors on the PubCo Board not exceeding any maximum number fixed by or in accordance with the PubCo A&R Articles.
Certain Matters Requiring Approval of Preferred Holders (Proposal 3E)		Not Applicable.		The PubCo A&R Articles provide that for as long as the Inflection Point Entities (as defined therein) collectively hold at least 20% of the PubCo Preferred Shares on issue, as of the date on which the PubCo A&R Articles are adopted, PubCo shall not, without the consent of the holders of more than 50%, by number, of the PubCo Preferred Shares in issue, which shall include the consent of Inflection Point Fund I LP, take any of the following actions: (i) liquidate, dissolve or wind-up the affairs of PubCo; (ii) amend, alter or repeal the PubCo A&R Articles in a manner that materially and adversely affects the powers, preferences or rights attaching to the PubCo Preferred Shares; (iii) create any equity security, authorise the creation of any equity security, classify any equity security, reclassify any equity security, or issue

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		SPAC Articles		PubCo A&R Articles
				any other security convertible into or exercisable for any equity security, unless such security ranks junior to the PubCo Preferred Shares with respect to its rights, preferences and privileges (including rights to receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up); (iv) increase the authorised share capital of the PubCo Preferred Shares; (v) purchase or redeem or pay any cash dividend on any share ranking junior to the PubCo Preferred Shares (with respect to rights to receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up), subject to certain exceptions; (vi) enter into any transaction with an Affiliate, subject to certain exceptions; or (vii) incur or guarantee any new indebtedness other than equipment leases or trade payables incurred in the ordinary course of business; provided, however, that the PubCo Preferred Shares shall not be considered indebtedness for purposes of this calculation.
Removal of Blank Check Company Provisions (Proposal 3F)		The SPAC Articles contain various provisions applicable to blank check companies which cease to apply upon the first to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to the corresponding Business Combination article in the SPAC Articles.		The PubCo A&R Articles do not contain provisions applicable to blank check companies.

Reasons for the Advisory Organizational Document Proposals

The SPAC shareholders are being asked to consider and vote upon the following six separate proposals to approve as ordinary resolutions, on a non-binding and advisory basis only, the following material differences between the SPAC Articles and the PubCo A&R Articles:

Advisory Organizational Document Proposal 3A — Authorized Share Capital

Under the PubCo A&R Articles, the authorized share capital of PubCo will be US$50,000 divided into 450,000,000 Ordinary Shares of a par value of US$0.0001 each and 50,000,000 PubCo Preferred Shares of a par value of US$0.0001 each. The principal purpose of this proposal is to provide for an authorized share capital structure of PubCo that will enable it to continue as an operating company. SPAC believes that it is important for PubCo to have available for issuance a number of authorized PubCo Ordinary Shares and PubCo Preferred Shares sufficient to support growth and to provide flexibility for future corporate needs.

This summary is qualified by reference to the complete text of the proposed PubCo A&R Articles, a copy of which is attached to this proxy statement/prospectus as Annex C. All SPAC Shareholders are encouraged to read the PubCo A&R Articles in its entirety for a more complete description of their terms.

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Advisory Organizational Document Proposal 3B — Action by Written Resolution of Shareholders

The PubCo A&R Articles require shareholders to pass resolutions at an annual general meeting or extraordinary general meeting and prohibit shareholders from passing written resolutions in lieu of a meeting. Eliminating the right of shareholders to act by written resolution limits the circumstances under which shareholder can act on their own initiative to remove directors, or alter or amend the PubCo A&R Articles outside of a duly called annual general meeting or extraordinary general meeting of the shareholders of PubCo. Further, the SPAC Board believes limiting shareholders’ ability to act by written resolution will (i) reduce the time and effort our board of directors and management would need to devote to shareholder proposals, which time and effort could distract our directors and management from other important company business and (ii) facilitate transparency and fairness by allowing all shareholders to consider, discuss, and vote on pending shareholder actions.

This summary is qualified by reference to the complete text of the proposed PubCo A&R Articles, a copy of which is attached to this proxy statement/prospectus as Annex C. All SPAC Shareholders are encouraged to read the PubCo A&R Articles in its entirety for a more complete description of their terms.

Advisory Organizational Document Proposal 3C — Number of Directors

The SPAC Articles provide that the number of directors shall consist of not less than one person, provided however that the limits in the number of directors may be increased or reduced by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders voting in person (including virtually) or by proxy at a general meeting of SPAC, or by unanimous written resolution of the shareholders.

The PubCo A&R Articles provide that the minimum number of directors will be one person with a maximum of seven persons, provided however that the limits in the number of directors may be increased or reduced by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders voting in person or by proxy at a general meeting of PubCo.

This summary is qualified by reference to the complete text of the proposed PubCo A&R Articles, a copy of which is attached to this proxy statement/prospectus as Annex C. All SPAC Shareholders are encouraged to read the PubCo A&R Articles in its entirety for a more complete description of their terms.

Advisory Organizational Document Proposal 3D — Election, Vacancy and Removal of Directors

The PubCo A&R Articles provide that, subject to the Cayman Companies Act, for so long as the GOWell Shareholder, its affiliates and any other shareholders that have entered into an acting-in-concert agreement with the GOWell Shareholder, collectively hold not less than 40% of the then issued and outstanding PubCo Ordinary Shares and PubCo Preferred Shares, the GOWell Shareholder shall have the right to appoint and maintain in office such number of directors as shall constitute 50% of the total number of directors on the PubCo Board. Any director so appointed may be removed and replaced at any time by written notice from the GOWell Shareholder to PubCo.

Under the PubCo A&R Articles, a director may otherwise be appointed or removed by a simple majority of the votes cast, in person or by proxy, at a general meeting. Any appointment may be to fill a vacancy or as an additional director.

Additionally, the PubCo Board has the power to appoint any person as a director, either to fill a vacancy or as an addition to the existing PubCo Board, subject to the total number of directors on the PubCo Board not exceeding any maximum number fixed by or in accordance with the PubCo A&R Articles.

The SPAC Board believes that such a standard will (i) increase board continuity and the likelihood that experienced board members with familiarity of PubCo’s business operations would serve on the board at any given time and (ii) make it more difficult for a potential acquirer or other person, group or entity to gain control of the PubCo Board.

This summary is qualified by reference to the complete text of the proposed PubCo A&R Articles, a copy of which is attached to this proxy statement/prospectus as Annex C. All SPAC Shareholders are encouraged to read the PubCo A&R Articles in its entirety for a more complete description of their terms.

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Advisory Organizational Document Proposal 3E — Requiring Approval of Preferred Holders

The PubCo A&R Articles provide that, for so long as the Inflection Point Entities (as defined in the PubCo A&R Articles) collectively hold at least 20% of the PubCo Preferred Shares on issue as of the date on which the PubCo A&R Articles are adopted, PubCo shall not, without the consent of the holders of more than 50%, by number, of the PubCo Preferred Shares in issue, which shall include the consent of Inflection Point Fund I LP, take any of the following actions: (i) liquidate, dissolve or wind-up the affairs of PubCo; (ii) amend, alter or repeal the PubCo A&R Articles in a manner that materially and adversely affects the powers, preferences or rights attaching to the PubCo Preferred Shares; (iii) create any equity security, authorise the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other security convertible into or exercisable for any equity security, unless such security ranks junior to the PubCo Preferred Shares with respect to its rights, preferences and privileges (including rights to receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up); (iv) increase the authorised share capital of the PubCo Preferred Shares; (v) purchase or redeem or pay any cash dividend on any share ranking junior to the PubCo Preferred Shares (with respect to rights to receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up), subject to certain exceptions; (vi) enter into any transaction with an Affiliate, subject to certain exceptions; or (vii) incur or guarantee any new indebtedness other than equipment leases or trade payables incurred in the ordinary course of business; provided, however, that the PubCo Preferred Shares shall not be considered indebtedness for purposes of this calculation.

The SPAC Board believes that such requirements will benefit PubCo by retaining and attracting investors in PubCo Preferred Shares and provide such investors customary protections for actions of PubCo.

This summary is qualified by reference to the complete text of the proposed PubCo A&R Articles, a copy of which is attached to this proxy statement/prospectus as Annex C. All SPAC Shareholders are encouraged to read the PubCo A&R Articles in its entirety for a more complete description of their terms.

Advisory Organizational Document Proposal 3F — Blank Check Company Provisions

The SPAC Articles contain various provisions applicable to blank check companies which cease to apply upon the first to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to the corresponding Business Combination article in the SPAC Articles. The PubCo A&R Articles will not contain any blank check company provisions.

Resolutions to be Voted Upon

The full text of the resolutions to be voted upon is as follows:

“RESOLVED, as six separate ordinary resolutions on a non-binding and advisory basis only, subject to the approval of the Business Combination Proposal and the Merger Proposal, that the following governance provisions contained in the PubCo A&R Articles be and are hereby approved and adopted:

Advisory Organizational Documents Proposal 3A — The authorized share capital of PubCo is US$50,000 divided into 450,000,000 ordinary shares of a par value of US$0.0001 each and 50,000,000 series A redeemable preference shares of a par value of US$0.0001 each.

Advisory Organizational Documents Proposal 3B — The PubCo A&R Articles require shareholders to pass resolutions at an annual general meeting or extraordinary general meeting and prohibit shareholders to pass written resolutions in lieu of a meeting.

Advisory Organizational Documents Proposal 3C — The PubCo A&R Articles provide that the minimum number of directors will be one person with a maximum of seven persons, provided however that the limits in the number of directors may be increased or reduced by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders voting in person or by proxy at a general meeting of PubCo.

Advisory Organizational Documents Proposal 3D — The PubCo A&R Articles provide that, subject to the Cayman Companies Act, for so long as the GOWell Shareholder, its affiliates and any other shareholders that have entered into an acting-in-concert agreement with the GOWell Shareholder, collectively hold not less than 40% of the then issued

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and outstanding PubCo Ordinary Shares and PubCo Preferred Shares, the GOWell Shareholder shall have the right to appoint and maintain in office such number of directors as shall constitute 50% of the total number of directors on the PubCo Board. Any director so appointed may be removed and replaced at any time by written notice from the GOWell Shareholder to PubCo. A director may otherwise be appointed or removed by a simple majority of the votes cast, in person or by proxy, at a general meeting. Any appointment may be to fill a vacancy or as an additional director. Additionally, the PubCo Board has the power to appoint any person as a director, either to fill a vacancy or as an addition to the existing PubCo Board, subject to the total number of directors on the PubCo Board not exceeding any maximum number fixed by or in accordance with the PubCo A&R Articles.

Advisory Organizational Documents Proposal 3E — The PubCo A&R Articles provide that, for so long as the Inflection Point Entities (as defined in the PubCo A&R Articles) collectively hold at least 20% of the PubCo Preferred Shares on issue, as of the date on which the PubCo A&R Articles are adopted, PubCo shall not take certain actions without the consent of the holders of more than 50%, by number, of the PubCo Preferred Shares in issue, which shall include the consent of Inflection Point Fund I LP.

Advisory Organizational Documents Proposal 3F — The PubCo A&R Articles do not contain any blank check company provisions.

Vote Required for Approval

The Business Combination is not conditioned on the approval of the Advisory Organizational Documents Proposals at the EGM.

The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of holders of at least a majority of the outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the EGM and otherwise will have no effect on a particular proposal under Cayman Islands law.

The Advisory Organizational Documents Proposals are conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposals are not approved, the Advisory Organizational Documents Proposals will have no effect, even if approved by holders of SPAC Ordinary Shares.

As of the date of this proxy statement/prospectus, the Sponsors and Representatives have agreed to vote any SPAC Ordinary Shares owned by them in favor of the Advisory Organizational Documents Proposals. As of the Record Date, the Prior Sponsor, the New Sponsor and the Representatives owned approximately 18.1%, 8.3% and 1.2%, respectively, of the issued and outstanding SPAC Ordinary Shares. As a result, in addition to the approval by the Prior Sponsor, the New Sponsor and the Representatives, approval of the Advisory Organizational Documents Proposals by an ordinary resolution will require the affirmative vote of at least 2,670,314 Public Shares (or approximately 31.0% of the Public Shares) if all SPAC Ordinary Shares are present and cast a vote at the EGM. Assuming that only the holders of 3,969,793 SPAC Ordinary Shares, representing a quorum under the SPAC Articles, vote at the EGM, we will not need any Public Shares in addition to the SPAC Ordinary Shares held by the Sponsors and Representatives to be voted in favor of the Advisory Organizational Documents Proposals in order to approve such proposals.

Recommendation of the Board of Directors

The SPAC Board believes that each of the Advisory Organizational Documents Proposals to be presented at the EGM is advisable and in the best interests of SPAC and its shareholders.

THE SPAC BOARD UNANIMOUSLY RECOMMENDS THAT SPAC SHAREHOLDERS VOTE “FOR” THE APPROVAL of EACH OF THE Advisory Organizational Documents Proposals.

The existence of financial and personal interests of one or more of SPAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is advisable and in the best interests of SPAC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsors and SPAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination — Interests of Certain Persons in the Transactions” for a further discussion of these considerations.

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PROPOSAL NO. 4 — THE INCENTIVE PLAN PROPOSAL

The Background of the Incentive Plan

Prior to the consummation of the Business Combination, the PubCo Board is expected to approve, subject to approval by SPAC Shareholders, the adoption of the Incentive Plan by PubCo, effective as of and contingent on the consummation of the Business Combination. If the Incentive Plan is approved by the SPAC Shareholders, PubCo will be authorized to grant equity and cash incentive awards to eligible employees, non-employee directors and other service providers. A copy of the Incentive Plan is attached to this proxy statement/prospectus as Annex L.

Reasons for the Approval of the Incentive Plan Proposal

The purpose of the Incentive Plan is to enhance PubCo’s ability to attract, retain, incent, reward and motivate persons who make (or are expected to make) important contributions to PubCo by providing these individuals with equity ownership and other incentive opportunities. PubCo believes that the equity-based awards to be issued under the Incentive Plan will motivate recipients to offer their maximum effort to PubCo and help focus them on the creation of long-term value consistent with the interests of PubCo’s shareholders. The PubCo Board believes that the Incentive Plan (a) will provide PubCo with significant means to attract and retain talented personnel, (b) will result in saving cash, which otherwise would be required to maintain current employees and adequately attract and reward personnel and others who perform services for PubCo, and (c) consequently, will prove beneficial to PubCo’s ability to be competitive.

As of the date of this proxy statement/prospectus, the number of persons that would be eligible to participate in the Incentive Plan upon its effective date is approximately 80 full-time employees and 6 non-employee directors.

Consequences if the Incentive Plan Proposal is Not Approved

If the Incentive Plan Proposal is not approved by SPAC Shareholders, the Incentive Plan will not become effective and PubCo will not be able to grant equity awards under the Incentive Plan. Additionally, PubCo believes its ability to recruit, retain and incentivize top talent will be adversely affected if the Incentive Plan Proposal is not approved.

Material Terms of the Incentive Plan

The following summary of the principal terms of the Incentive Plan is qualified in its entirety by the full text of the Incentive Plan, a copy of which is attached as Annex L to this proxy statement/prospectus. You may also obtain, free of charge, a copy of the Incentive Plan by writing to GOWell at the address set forth in this proxy statement/prospectus.

Administration. The Incentive Plan will be administered by a committee designated by the PubCo Board (the “Administrator”), except to the extent the PubCo Board elects to administer the Incentive Plan, in which case only those members of the PubCo Board who are independent will serve as the Administrator. The Administrator may delegate to members of the PubCo Board, officers or managers of PubCo or any related entity, or committees thereof, the authority to perform administrative functions, subject to such terms and limitations as the Administrator shall determine; provided that the Administrator, and not the PubCo Board, shall exercise sole and exclusive discretion with respect to any award to an independent director. Along with other authority granted to the Administrator under the Incentive Plan, the Administrator may (i) select recipients of awards, (ii) grant awards and determine the type, number and other terms and conditions of awards, (iii) prescribe award agreements and rules and regulations for the administration of the Incentive Plan, (iv)  construe and interpret the Incentive Plan and award agreements and correct defects, supply omissions or reconcile inconsistencies therein, and (v) allow participants to satisfy withholding tax obligations through a reduction of shares.

Authorized PubCo Ordinary Shares, Lapsed Awards.    Subject to adjustment as provided in Section 9(c) of the Incentive Plan, the maximum aggregate number of PubCo Ordinary Shares that may be issued under the Incentive Plan will equal ten percent (10%) of the aggregate number of PubCo Ordinary Shares issued and outstanding on a fully diluted basis immediately after the Closing. PubCo Ordinary Shares issued under the Incentive Plan may come from authorized and unissued shares or treasury shares. The number of PubCo Ordinary Shares available for issuance under the Incentive Plan shall automatically increase on January 1, 2028 and on each second anniversary thereof during the term of the Incentive Plan, by an amount equal to the lesser of (i) 5% of the total number of PubCo Ordinary Shares outstanding as of December 31 immediately prior to such January 1, or (ii) such smaller number of PubCo Ordinary Shares as determined by the Board. If a Participant pays the exercise price (or purchase price, if applicable)

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of an Award through the tender of PubCo Ordinary Shares, or if PubCo Ordinary Shares are tendered or withheld to satisfy any PubCo withholding obligations, the number of PubCo Ordinary Shares so tendered or withheld shall again be available for issuance pursuant to future Awards under the Incentive Plan. If any outstanding Award expires or is terminated or canceled without having been exercised or settled in full, or if PubCo Ordinary Shares acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by PubCo, the PubCo Ordinary Shares allocable to the terminated portion of such Award or such forfeited or repurchased PubCo Ordinary Shares shall again be available for grant under the Incentive Plan. No fractional PubCo Ordinary Shares shall be issued or delivered pursuant to the Incentive Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

Substitute Awards. Awards may be granted under the Incentive Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by PubCo or any related entity or with which PubCo or any related entity combines (“Substitute Awards”). Substitute Awards shall not reduce the number of PubCo Ordinary Shares authorized for delivery under the Incentive Plan or authorized for delivery to a Participant in any period. Additionally, in the event that a company acquired by PubCo or any related entity, or with which PubCo or any related entity combines, has shares available under a pre-existing plan approved by its shareholders and not adopted in contemplation of such acquisition or combination (a “Pre-Existing Plan”), the shares available for delivery pursuant to the terms of such Pre-Existing Plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of shares of the entities party to such acquisition or combination) may be used for Awards under the Incentive Plan and shall not reduce the number of PubCo Ordinary Shares authorized for delivery under the Incentive Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the Pre-Existing Plan, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of PubCo or any of its related entities prior to such acquisition or combination.

Director Compensation Limit. The Incentive Plan provides that the aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted under the Incentive Plan and any cash fees paid to such director, shall not exceed $300,000.

Eligibility. Non-statutory Share Options, Restricted Shares, Share Appreciation Rights, Performance Awards, Restricted Share Units, and Other Share-Based Awards may be granted to Employees, Directors and Consultants. Incentive Share Options may be granted only to Employees of PubCo or a Parent or Subsidiary of PubCo.

Types of Awards. The Incentive Plan authorizes share options, share appreciation rights (“SARs”), restricted share awards, restricted share units, performance share awards, performance cash awards, as well as other awards (described in the Incentive Plan) that are responsive to changing developments in management compensation. The Incentive Plan retains the flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. The Committee has discretion over the form of settlement for certain award types. An option or SAR will expire, or other award will vest, in accordance with the schedule set forth in the applicable award agreement.

Options. An option is the right to purchase PubCo Ordinary Shares at a future date at a specified price per share equal to not less than the fair market value of a share on the date of grant. An option may either be an ISO or a non-qualified share option. ISO benefits are taxed differently from non-qualified share options, as described under “Certain Federal Income Tax Aspects of Awards under the Incentive Plan,” below. ISOs also are subject to more restrictive terms and are limited in amount by the Code and the Incentive Plan. The term of an option may not exceed ten (10) years. Full payment for PubCo Ordinary Shares purchased on the exercise of any option must be made at the time of such exercise in a manner approved by the Administrator.

SARs. A SAR is the right to receive payment of an amount equal to the excess of the fair market value of a PubCo Ordinary Shares on the date of exercise of the SAR over the base price of the SAR. The base price will be established by the Administrator at the time of grant of the SAR but will not be less than the fair market value of a PubCo Ordinary Share on the date of grant. SARs may be granted in connection with other awards or independently.

Restricted Shares. A restricted share award is typically for a fixed number of PubCo Ordinary Shares, subject to restrictions. The Administrator specifies the price, if any, the participant must pay for such shares, the duration of the restriction period and the conditions under which the shares may be forfeited. The Administrator may waive any restriction period and any other conditions under appropriate circumstances. Generally, during the restriction period,

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the participant will have all of the rights of a shareholder with respect to the restricted shares, including the right to vote the restricted shares and to receive dividends, provided that any such dividends will be subject to the same restrictions and other conditions as the restricted shares.

Share Appreciation Rights. A SAR is the right to receive payment of an amount equal to the excess of the fair market value of a PubCo Ordinary Share on the date of exercise of the SAR over the grant price of the SAR. The grant price will be established by the Administrator at the time of grant of the SAR but will not be less than the fair market value of a PubCo Ordinary Share on the date of grant. The term of a SAR may not exceed ten (10) years. SARs may be granted in connection with other awards or independently. Payment of a SAR may be made in PubCo Ordinary Shares, in cash, or in a combination of both, as determined by the Administrator.

Prohibition on Repricing. Without the prior approval of PubCo’s shareholders, the Administrator may not (i) reduce the exercise price of any outstanding Option or the grant price of any outstanding SAR, (ii) cancel any outstanding Option or SAR in exchange for a new Option, SAR or other Award with a lower exercise or grant price, or (iii) cancel any outstanding Option or SAR with an exercise or grant price above the then-current fair market value of a PubCo Ordinary Share in exchange for cash or other consideration.

Performance Awards. Performance awards may be granted under the Incentive Plan. A performance award will result in a payment to a participant only if performance goals established by the Administrator are achieved during the applicable performance period. The Administrator will establish the performance criteria to be achieved during any performance period and the length of the performance period upon the grant of each performance award. The Administrator may set performance objectives based on the achievement of company-wide, divisional, business unit or individual goals (including continued employment or service) or any other basis determined by the Administrator in its discretion. Performance awards will be distributed only after the end of the relevant performance period and may be paid in the form of cash, in PubCo Ordinary Shares or in some combination thereof, as determined by the Administrator.

Cash Awards. The Administrator is authorized to grant cash awards pursuant to the terms of the Incentive Plan as additional compensation or in lieu of other compensation for services to PubCo and its related entities.

Restricted Share Units. Restricted share units represent unfunded, unsecured rights to receive PubCo Ordinary Shares or cash equal to the fair market value of PubCo Ordinary Shares, or any combination thereof, as provided in the applicable award agreement. The Administrator shall determine the terms and conditions of restricted share units, including the vesting criteria and the form and timing of payment. Prior to the settlement of an award of restricted share units and the receipt of shares, if any, the participant will not have any rights as a shareholder with respect to such shares.

Other Awards. The Administrator may also grant other forms of awards based upon, payable in or otherwise related to, in whole or in part, PubCo Ordinary Shares, if the Administrator, in its sole discretion, determines that such other form of award is consistent with the purposes of the Incentive Plan. The terms and conditions of any such other form of award will be set forth in an applicable award agreement.

Transfer Restrictions. Awards under the Incentive Plan are generally not transferable by the recipient other than by will or the laws of descent and distribution, and are generally exercisable during the recipient’s lifetime only by the recipient or his or her guardian or legal representative. However, Awards and other rights (other than Incentive Share Options and Share Appreciation Rights granted in tandem therewith) may be transferred to one or more permitted assignees during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms of the applicable Award, but only if and to the extent such transfers are permitted by the Administrator pursuant to the express terms of an award agreement, are made by gift or pursuant to a domestic relations order, and are to a permitted assignee as defined in the Incentive Plan (which generally includes the Participant’s immediate family members, trusts for their benefit, and certain family-controlled entities and foundations).

Adjustments or Changes in Capitalization. In the event of any change in the outstanding PubCo Ordinary Shares by reason of a merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, or exchange of shares, appropriate and equitable adjustments shall be made in the aggregate number and class of shares available under the Incentive Plan, the number and class of shares and the exercise price per share subject to outstanding awards, and any other terms of awards as the Administrator shall determine to be necessary or appropriate to prevent the dilution or enlargement of benefits under the Incentive Plan or any award.

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Change in Control. In the event of a change in control, as defined in the Incentive Plan, an Award may be subject to acceleration of vesting and exercisability if and only to the extent expressly provided in any employment or other agreement between the Participant and PubCo or any related entity, in any award agreement entered into prior to the occurrence of the change in control, or as otherwise determined by the Administrator in its sole discretion. Subject to the foregoing, the default treatment upon a change in control is as follows: (i) any Option or SAR that was not previously vested and exercisable shall become immediately vested and exercisable; (ii) any restrictions, deferral of settlement and forfeiture conditions applicable to a restricted share award, restricted share unit award or other share-based award subject only to future service requirements shall lapse and such awards shall be deemed fully vested; and (iii) with respect to any outstanding award subject to performance goals, the Administrator may, in its discretion, deem such awards earned and payable based on actual achievement of performance goals as measured immediately prior to the change in control or based upon target performance (either in full or pro-rata based on the portion of the performance period completed). Notwithstanding the foregoing, such acceleration shall not apply if either (A) PubCo is the surviving entity and the award continues to be outstanding on substantially the same terms and conditions as were applicable immediately prior to the change in control, or (B) the successor company or its parent or subsidiary assumes or substitutes for the applicable award. The Administrator may provide for alternative change in control treatment in individual award agreements, which shall supersede the default provisions of the Incentive Plan.

Amendments to and Termination of the Incentive Plan. The Incentive Plan will terminate on the tenth (10th) anniversary of the Effective Date, unless earlier terminated by the PubCo Board. The PubCo Board may at any time terminate, suspend, or amend the Incentive Plan. PubCo shall submit any amendment of the Incentive Plan to its shareholders for approval only to the extent required by applicable laws or regulations or the rules of any securities exchange on which the PubCo Ordinary Shares may then be listed. No termination, suspension, or amendment of the Incentive Plan may materially impair the rights of any Participant under a previously granted Award without the Participant’s consent, unless such action is necessary to comply with applicable law or stock exchange rules.

Clawback and Recoupment. All Awards granted under the Incentive Plan are subject to clawback, cancellation, recoupment, rescission, payback, reduction or other similar action in accordance with the terms of any clawback or recoupment policy adopted by PubCo or as otherwise required by applicable law or the rules of any securities exchange on which the PubCo Ordinary Shares may then be listed. In addition, the Administrator may specify in an award agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, including a Participant’s breach of any non-competition, non-solicitation, confidentiality or other restrictive covenant obligations.

Certain Federal Income Tax Aspects of Awards Under the Incentive Plan

Federal income tax consequences relating to awards under the Incentive Plan are summarized in the following discussion. This summary is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local or international tax consequences.

For non-qualified share options, PubCo is generally entitled to deduct, subject to Code limitations (and the Participant recognizes taxable income in), an amount equal to the difference between the option exercise price and the fair market value of the PubCo Ordinary Shares at the time of exercise. For ISOs, PubCo is generally not entitled to a deduction, nor does the participant recognize income at the time of exercise. The current U.S. federal income tax consequences of other awards authorized under the Incentive Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as non-qualified share options; nontransferable restricted shares subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid (if any) only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); restricted share units are generally subject to tax at the time of settlement or delivery of the underlying shares (or cash equivalent), and no election to accelerate recognition as of the date of grant is available with respect to restricted share units; bonuses are generally subject to tax at the time of payment; cash-based awards are generally subject to tax at the time of payment; and compensation otherwise effectively deferred is taxed when paid. PubCo will generally have a corresponding deduction at the time the participant recognizes income, subject to Code limitations. However, as discussed above, for those awards subject to ISO treatment, PubCo would generally have no corresponding compensation deduction.

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If an award is accelerated under the Incentive Plan in connection with a change in control (as this term is used under the Code), PubCo may not be permitted to deduct the portion of the compensation attributable to the acceleration if it exceeds certain threshold limits under the Code (and certain related excise taxes may be triggered). Furthermore, Section 162(m) of the Code denies deductions to publicly held corporations for compensation paid to certain senior executives that exceeds $1 million.

New Incentive Plan Benefits

Grants of awards under the Incentive Plan are subject to the discretion of the Compensation Committee. Therefore, it is not possible to determine the future benefits that will be received by these participants under the Incentive Plan.

Registration with the SEC

If the Incentive Plan is approved by the SPAC Shareholders and becomes effective, PubCo intends to file a registration statement on Form S-8 registering the shares reserved for issuance under the Incentive Plan as soon as reasonably practicable after PubCo becomes eligible to use such form.

Vote Required for Approval

The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of holders of a majority of the outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the EGM and otherwise will have no effect on a particular proposal under Cayman Islands law.

The Incentive Plan Proposal is conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposals are not approved, the Incentive Plan Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

As of the Record Date, the Prior Sponsor, the New Sponsor and the Representatives owned approximately 18.1%, 8.3% and 1.2%, respectively, of the issued and outstanding SPAC Ordinary Shares. As a result, in addition to the approval by the Prior Sponsor, the New Sponsor and the Representatives, approval of the Incentive Plan Proposal by an ordinary resolution will require the affirmative vote of at least 2,670,314 Public Shares (or approximately 31.0% of the Public Shares) if all SPAC Ordinary Shares are present and cast a vote at the EGM. Assuming that only the holders of 3,969,793 SPAC Ordinary Shares, representing a quorum under the SPAC Articles, vote at the EGM, we will not need any Public Shares in addition to the SPAC Ordinary Shares held by the Sponsors and Representatives to be voted in favor of the Incentive Plan Proposal in order to approve such proposal.

Resolution to be Voted Upon

The full text of the resolution to be voted upon is as follows:

“RESOLVED, as an ordinary resolution, that subject to the approval of the Business Combination Proposal and the Merger Proposal, the GOWell Energy Technology 2026 Equity Incentive Plan, in the form attached to the proxy statement/prospectus of the meeting as Annex L, be adopted and approved.”

Recommendation of the Board of Directors

The SPAC Board believes that the Incentive Plan Proposal to be presented at the EGM is advisable and in the best interests of SPAC and its shareholders.

THE SPAC BOARD UNANIMOUSLY RECOMMENDS THAT SPAC SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

The existence of financial and personal interests of one or more of SPAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is advisable and in the best interests of SPAC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsors and SPAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination — Interests of Certain Persons in the Transactions” for a further discussion of these considerations.

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PROPOSAL NO. 5 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal allows the chairman to submit a proposal to approve, by ordinary resolution, the adjournment of the EGM from time to time and from place to place, if the chairman deems it necessary or desirable, but no business shall be transacted at any adjourned EGM other than the business left unfinished at the EGM from which the adjournment took place. Such an adjournment may, for example, (i) permit further solicitation and vote of proxies in the event that, based on the tabulated votes, there are not sufficient votes at the time of the EGM to approve the Condition Precedent Proposals, (ii) if SPAC determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Business Combination, the First Merger or any other Transaction.

The purpose of the Adjournment Proposal is to permit further solicitation of proxies and votes and to provide additional time for other arrangements that would increase the likelihood of obtaining a favorable vote on the proposals to be put to the EGM.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is presented to the EGM and is not approved by the SPAC Shareholders, the chairman may not be able to adjourn the EGM to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the EGM to approve the Condition Precedent Proposals. In such events, the Business Combination would not be completed.

Vote Required for Approval

The Adjournment Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of holders of a majority of the outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the EGM and otherwise will have no effect on a particular proposal under Cayman Islands law. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

As of the Record Date, the Prior Sponsor, the New Sponsor and the Representatives owned approximately 18.1%, 8.3% and 1.2%, respectively, of the issued and outstanding SPAC Ordinary Shares. As a result, in addition to the approval by the Prior Sponsor, the New Sponsor and the Representatives, approval of the Adjournment Proposal by an ordinary resolution will require the affirmative vote of at least 2,670,314 Public Shares (or approximately 31.0% of the Public Shares) if all SPAC Ordinary Shares are present and cast a vote at the EGM. Assuming that only the holders of 3,969,793 SPAC Ordinary Shares, representing a quorum under the SPAC Articles, vote at the EGM, we will not need any Public Shares in addition to the SPAC Ordinary Shares held by the Sponsors and Representatives to be voted in favor of the Adjournment Proposal in order to approve such proposal.

Resolution to be Voted Upon

“RESOLVED, as an ordinary resolution, that the chairman may adjourn the extraordinary general meeting to a later date or dates or another place, if the chairman deems it necessary or desirable, be approved.”

Recommendation of the Board of Directors

The SPAC Board believes that the Adjournment Proposal if presented at the EGM is advisable and in the best interests of SPAC and its shareholders.

THE SPAC BOARD UNANIMOUSLY RECOMMENDS THAT SPAC SHAREHOLDERS VOTE “FOR” THE APPROVAL of the Adjournment Proposal.

The existence of financial and personal interests of one or more of SPAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is advisable and in the best interests of SPAC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsors and SPAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination — Interests of Certain Persons in the Transactions” for a further discussion of these considerations.

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THE BUSINESS COMBINATION

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Business Combination Agreement is subject to, and is qualified in its entirety by reference to, the Business Combination Agreement. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus.

Structure of the Business Combination

On October 13, 2025, SPAC entered into the Business Combination Agreement with GOWell, PubCo and Merger Sub. Subject to the terms and conditions of the Business Combination Agreement, subject to the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement, the following transactions will occur:

Prior to the First Merger Effective Time:

(i) each SPAC Unit that is issued and outstanding at such time shall be automatically detached into one SPAC Class A Share and one SPAC Right;

(ii) each SPAC Class B Share that is issued and outstanding at such time shall be automatically converted into one SPAC Class A Share; and

(iii) each SPAC Right that is issued and outstanding at such time shall be automatically converted into one-fifth of one SPAC Class A Share (provided, that if a holder of SPAC Rights would be entitled to receive a fraction of a SPAC Class A Share upon the Rights Conversion, the number of SPAC Class A Shares issued to such holder upon the Rights Conversion will be rounded down to the nearest whole number of SPAC Class A Shares without cash settlement for such rounded fraction).

At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any party or the holders of securities of SPAC or PubCo:

(iv) each SPAC Class A Share (including the SPAC Class A Shares issued upon the Unit Separation, SPAC Class B Conversion, and upon exchange of the SPAC Rights, but not including any treasury shares, dissenting shares and Public Shares validly submitted for redemption and not withdrawn), which is issued and outstanding immediately prior to the First Merger Effective Time, shall be converted into the right to receive one PubCo Ordinary Share; and

(v) each PubCo Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time all of which shall be standing in the name of the PubCo Sole Shareholder in the register of members of PubCo shall be irrevocably surrendered by the PubCo Sole Shareholder to PubCo for cancellation and for consideration equal to the subscription price (if any) that the PubCo Sole Shareholder paid for such PubCo Ordinary Share

The Second Merger is intended to occur at least one Business Day after the First Merger. At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any party of the holders of securities of GOWell or PubCo:

(vi) each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Ordinary Shares equal to the Exchange Ratio. For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares;

(vii)  each Company Preferred Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Preferred Shares equal to (i) the aggregate Accrued Value attributable to such Company Preferred Share divided by (ii) the Redemption Price;

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(viii) each Company Warrant that is issued and outstanding immediately prior to the Second Merger Effective Time that was issued pursuant to a Signing PIPE Subscription Agreement or Closing PIPE Subscription Agreement, will be converted into the right to receive a PubCo Warrant exercisable for a number of PubCo Ordinary Shares equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company Articles) attributable to the applicable PIPE Investor’s Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5;

(ix) each Company Restricted Share that is outstanding and unvested immediately prior to the Second Merger Effective Time will automatically be assumed and converted into one PubCo Restricted Share on the same terms and conditions as are in effect with respect to each such award of Company Restricted Shares immediately prior to the Second Merger Effective Time; and

(x) each Merger Sub Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary share of the Second Surviving Company.

Pursuant to the Business Combination Agreement, the aggregate consideration to be paid in, or in connection with, the Merger in respect of the outstanding equity securities of GOWell (excluding the Company Preferred Shares and the Company Warrants) will be the Initial Merger Consideration plus the Aggregate Earn-out Consideration. The Aggregate Earn-out Consideration is subject to certain customary adjustments as described in the Business Combination Agreement. The Exchange Ratio shall be equal to the quotient of the GOWell Consideration Shares divided by the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time.

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Projected Voting Interests in PubCo Post-Closing

The following table illustrates estimated voting interests levels in PubCo, immediately following the consummation of the Business Combination, under (1) the No Redemptions Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the Maximum Redemptions Scenario.

		VOTING INTERESTS IN PUBCO
PRO FORMA OWNERSHIP		No Redemptions								25% Redemptions								50% Redemptions								75% Redemptions								Maximum Redemptions
		No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding
Public Shares(1)		8,625,000		18.5	%		11.2	%		6,468,750		14.5	%		8.6	%		4,312,500		10.2	%		5.9	%		2,156,250		5.4	%		3.0	%		—		0.0	%		0.0	%
Public Rights(2)		1,725,000		3.7	%		2.2	%		1,725,000		3.9	%		2.3	%		1,725,000		4.1	%		2.4	%		1,725,000		4.3	%		2.4	%		1,725,000		4.5	%		2.5	%
Founder Shares(3)		990,000		2.1	%		1.3	%		990,000		2.2	%		1.3	%		990,000		2.3	%		1.4	%		990,000		2.5	%		1.4	%		990,000		2.6	%		1.4	%
Retained Shares(4)		2,028,750		4.3	%		2.6	%		2,028,750		4.6	%		2.7	%		2,028,750		4.8	%		2.8	%		2,028,750		5.0	%		2.9	%		2,028,750		5.3	%		3.0	%
Private Placement Units(5)		318,750		0.7	%		0.4	%		318,750		0.7	%		0.4	%		318,750		0.8	%		0.4	%		318,750		0.8	%		0.5	%		318,750		0.8	%		0.5	%
PubCo Restricted Shares(6)		4,481,250		9.6	%		5.8	%		4,481,250		10.1	%		6.0	%		4,481,250		10.6	%		6.1	%		4,481,250		11.1	%		6.3	%		4,481,250		11.8	%		6.5	%
Company Consideration Shares(7)		28,571,430		61.1	%		37.0	%		28,571,430		64.0	%		38.2	%		28,571,430		67.2	%		39.2	%		28,571,430		70.9	%		40.4	%		28,571,430		75.0	%		41.7	%
Total		46,740,180		100.0	%					44,583,930		100.0	%					42,427,680		100.0	%					40,271,430		100.0	%					38,115,180		100.0	%
Potential Sources of Dilution
Earnout Shares(8)		20,000,000					26.0	%		20,000,000					26.5	%		20,000,000					27.4	%		20,000,000					28.3	%		20,000,000					29.2	%
PubCo Preferred Shares(9)		7,058,824					9.1	%		7,058,824					9.4	%		7,058,824					9.7	%		7,058,824					9.9	%		7,058,824					10.2	%
PubCo Warrants(10)		3,431,372					4.4	%		3,431,372					4.6	%		3,431,372					4.7	%		3,431,372					4.9	%		3,431,372					5.0	%
Fully-Diluted Shares		77,230,376					100.0	%		75,074,126					100.0	%		72,917,876					100.0	%		70,761,626					100.0	%		68,605,376					100.0	%

____________

(1) Represents the unredeemed Public Shares in a variety of redemption scenarios. Assumes the redemption of (i) 0 Public Shares in the No Redemptions Scenario, (ii) 2,156,250 Public Shares in the 25% Redemptions Scenario, (iii) 4,312,500 Public Shares in the 50% Redemptions Scenario, (iv) 6,468,750 Public Shares in the 75% Redemptions Scenario, and (v) all 8,625,00 Public Shares in the Maximum Redemptions Scenario, representing the redemption of 100% of the Public Shares.

(2) Represents the conversion of 8,625,000 Public Rights into 1,725,000 SPAC Class A Shares, with all fractional shares rounded down. Following the exchange of the Public Rights, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(3) Represents the SPAC Class B Shares held by the New Sponsor. Prior to the First Merger Effective Time, each SPAC Class B Share that is issued and outstanding at such time shall be automatically converted into one SPAC Class A Share. Following the SPAC Class B Conversion, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(4) Represents the SPAC Class A Shares retained by Prior Sponsor following the Sponsor Transaction. At the SPAC Merger Effective Time, each whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share.

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(5) Prior Sponsor and Representatives purchased 125,000 and 140,625 Private Placement Units, respectively, in a private placement that closed simultaneously with the IPO. Prior to the SPAC Merger Effective Time, the Unit Separation will occur, whereby each SPAC Unit that is issued and outstanding at such time shall be automatically detached into one SPAC Class A Share and one SPAC Right. Then, each SPAC Right will be exchanged for one-fifth of one SPAC Class A Share, with all fractional shares rounded down. Following the Unit Separation and the exchange of the Public Rights, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(6) Reflects the 4,481,250 PubCo Restricted Shares to be issued to officers and directors of SPAC as the Closing pursuant to the terms of the Business Combination Agreement.

(7) The GOWell Shareholder holds 100% of all outstanding Company Ordinary Shares as of the date of this proxy statement/prospectus. At the Second Merger Effective Time, each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Ordinary Shares equal to (i) that number of PubCo Ordinary Shares determined by dividing (x) $300,000,000 by (y) the Redemption Price; divided by (ii) the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time. For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares.

(8) Assumes that PubCo issues the maximum number of Earnout Shares to the GOWell Shareholder and New Sponsor under the Business Combination Agreement due to PubCo and its subsidiaries achieving the 2026 EBITDA Target, 2027 EBITDA Target and 2028 EBITDA Target. The allocation of such Earnout Shares among the GOWell Shareholder and New Sponsor, or their respective designees and assigns, will be mutually determined.

(9) Represents PubCo Ordinary Shares underlying PubCo Preferred Shares. At the Second Merger Effective Time, the Company Preferred Shares will be converted into the right to receive a number of PubCo Preferred Shares equal to (i) the Accrued Value, divided by (ii) the Redemption Price. For illustrative purposes, the Accrued Value is estimated to be $84,705,882 and the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026), resulting in the issuance of 8,067,227 PubCo Preferred Shares. Further assumes the conversion in full of all PubCo Preferred Shares, pursuant to their terms, into an aggregate of 7,058,824 PubCo Ordinary Shares.

(10) Represents PubCo Ordinary Shares underlying PubCo Warrants. At the Second Merger Effective Time, the Company Warrants will be converted into the right to receive PubCo Warrants exercisable for a number of PubCo Ordinary Shares equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company Articles) attributable to the applicable PIPE Investor’s Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5. For illustrative purposes, assumes the exercise of all such PubCo Warrants for cash at a cash exercise price of $12.00.

Share ownership presented in the tables above is only presented for illustrative purposes and does not necessarily reflect what PubCo’s share ownership will be after the Closing. SPAC and GOWell cannot predict how many of the Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above, and therefore the ownership percentages of Public Shareholders may also differ if the actual redemptions are different from these assumptions. The Public Shareholders that do not elect to redeem their Public Shares will experience immediate dilution as a result of the Business Combination. The Public Shareholders currently own approximately 72.4% of the issued and outstanding SPAC Ordinary Shares. As noted in the above table, even if no Public Shareholders redeem their Public Shares in the Business Combination, the Public Shareholders’ ownership will decrease from approximately 72.4% of the SPAC Ordinary Shares prior to the Business Combination to owning approximately 18.5% of the total outstanding PubCo Ordinary Shares at the Closing (without giving effect to dilutive securities). As redemptions increase, the overall percentage ownership held by the Sponsors, Representatives, the GOWell Shareholder, and the PIPE Investors will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. The table excludes PubCo Ordinary Shares that will be available for issuance under the PubCo Incentive Plan, as such shares will not be outstanding as of the Closing Date and does not include transaction bonus awards and equity incentives which may be issued to GOWell executives, as the amount, timing, and other terms of such grants have not yet been determined. Additionally, assumes no Working Capital Loans are outstanding and that the Sponsor Loan is repaid in cash in accordance with its terms. For more information about the consideration to be received in the Business Combination, these scenarios, and the underlying assumptions, see “Unaudited Pro Forma Combined Financial Information.” See also “Risk Factors — The SPAC’s shareholders will experience dilution due to the issuance of PubCo Ordinary Shares and securities convertible into PubCo Ordinary Shares in the Business Combination and PIPE Investments.”

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Resale of PubCo Ordinary Shares

This proxy statement/prospectus also covers the resale by the Selling Shareholders as described in the section entitled “Selling Shareholders,” of up to 12,944,118 PubCo Ordinary Shares to be received by such Selling Shareholders in the Business Combination. Each Selling Shareholder may sell all, some or none of such PubCo Ordinary Shares to be received by such Selling Shareholder in the Business Combination. PubCo will not receive any proceeds from any such offer or sale by the Selling Shareholders.

Ancillary Documents

SPAC and GOWell have entered into or will enter into certain additional agreements pursuant to the Business Combination Agreement. Such agreements are summarized below. For additional information, see “Ancillary Documents.”

Agreement and Closing PIPE Subscription Agreement

In connection with entering into the Business Combination Agreement, on October 13, 2025, GOWell entered into (i) the Signing PIPE Subscription Agreement with New Sponsor, pursuant to which New Sponsor agreed to purchase approximately $20 million of Company Preferred Shares and Company Warrants, which transactions were consummated concurrently with the execution of the Business Combination Agreement, and (ii) the Closing PIPE Subscription Agreement with the Closing PIPE Investor, pursuant to which the investor agreed to purchase approximately $50 million of Company Preferred Shares and Company Warrants, which transactions will be consummated immediately prior to the Second Merger Effective Time. As previously described, pursuant to the Business Combination Agreement, the Company Preferred Shares and the Company Warrants will convert into PubCo Preferred Shares and PubCo Warrants respectively. Each of the Company Preferred Shares (prior to the Closing) and the PubCo Preferred Shares (following the Closing) will accrue dividends daily at the rate of 10% per annum of the Accrued Value (as defined in the PubCo A&R Articles) (if paid in kind), or 8% per annum of the Accrued Value (if paid in cash). Such dividends will compound semi-annually. For more information, see “Ancillary Documents — Subscription Agreements.”

SPAC Holders Support Agreement

In connection with the execution of the Business Combination Agreement, on October 13, 2025, SPAC entered into the SPAC Holders Support Agreement with the Sponsors, Representatives, the Company and PubCo. Pursuant to the SPAC Holders Support Agreement, the Sponsors and Representatives agreed to, among other things, (a) vote any SPAC Ordinary Shares held by such Sponsor or Representative, as applicable, in favor of the Business Combination Agreement and the transactions contemplated thereby, (b) waive its anti-dilution rights under the SPAC Articles, (c) waive its dissenter rights under Section 238 of the Cayman Companies Act and any other similar statute, (d) be bound by certain other covenants and agreements related to the Transactions, and (e) be bound by certain transfer restrictions with respect to the securities owned by such Sponsor or Representative, as applicable, in each case, on the terms and subject to the conditions set forth in the SPAC Holders Support Agreement. The SPAC Holders Support Agreement also provides that each of the Sponsors and Representatives has agreed irrevocably to waive its redemption rights in connection with the consummation of the Transactions with respect to any SPAC Ordinary Shares they may hold. The SPAC Holders Support Agreement expires upon the earlier of the First Merger Effective Time and the termination of the Business Combination Agreement. No consideration has been or will be paid by PubCo, SPAC or GOWell to the Sponsors or Representatives in connection with such agreements. For more information, see “Ancillary Documents — SPAC Holders Support Agreement.”

Company Support Agreement

Concurrently with the execution of the Business Combination Agreement, on October 13, 2025, the GOWell Shareholder entered into the Company Support Agreement with SPAC, GOWell and PubCo, pursuant to which the GOWell Shareholder has agreed to (a) vote the Company Subject Securities in favor of the Business Combination Agreement and the transactions contemplated thereby, (b) be bound by certain other covenants and agreements related to the Transactions, (c) be bound by certain transfer restrictions with respect to the Company Subject Securities and (d) waive its dissenter rights under Section 238 of the Cayman Companies Act and any other similar statute. The Company Support Agreement expires upon the earlier of the Second Merger Effective Time and the termination of the Business Combination Agreement. For more information, see “Ancillary Documents — Company Support Agreement.”

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SPAC Lock-Up Agreement

In connection with the Closing, the Sponsors, Representatives and Insiders will enter into the SPAC Lock-Up Agreement providing that each of the Sponsors, Representatives and Insiders will not, subject to certain customary exceptions, transfer (i) the General Lock-Up Securities during the period commencing from the Closing Date until the date that is the earlier of (x) six months after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property or (ii) the Private Placement Lock-Up Securities during the period commencing from the Closing Date until the date that is the earliest of (x) 30 days after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property. While the SPAC and GOWell currently expect that all of the General Lock-Up Securities and Private Placement Lock-Up Securities held by the Sponsors, Representatives, and Insiders will be subject to the above-described transfer restrictions, the SPAC and GOWell may mutually determine to exclude from such lock-ups some or all of such securities if deemed necessary or desirable. If SPAC and GOWell waive any such lock-up, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the deadline for submitting redemption requests or the EGM. For more information, see “Ancillary Documents — Lock-Up Agreements.”

Company Shareholder Lock-Up Agreement

In addition, in connection with the closing, PubCo will enter into the Company Shareholder Lock-Up Agreement with the GOWell Shareholder providing that the GOWell Shareholder, as the sole shareholder of the Company Ordinary Shares, will not, subject to certain customary exceptions, transfer any PubCo Ordinary Shares received by the GOWell Shareholder pursuant to the Business Combination Agreement (together with any GOWell Lock-Up Securities) during the period commencing from the date of Closing until the earlier of (i) six months after the Closing or (ii) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction in which all of its shareholders have the right to exchange their shares of common stock for cash, securities or other property. For more information, see “Ancillary Documents — Lock-Up Agreements.”

New Registration Rights Agreement

The Business Combination Agreement contemplates that, at the Closing, PubCo, the GOWell Shareholder, the Sponsors, Representatives, SPAC, the PIPE Investors, and the other parties signatory thereto will enter into the New Registration Rights Agreement, pursuant to which PubCo will, from time to time, register for resale the Registrable Securities. Pursuant to the New Registration Rights Agreement, among other things, PubCo will agree to file Shelf Registration Statement registering the sale or resale of all of the Registrable Securities no later than 30 days after the Closing. Additionally, (x) Holders of at least a majority-in-interest of the then outstanding number of Registrable Securities, (y) the New Sponsor and (z) affiliates of the New Sponsor may make written demands for registration under the Securities Act of all or part of their Registrable Securities, provided that the Registrable Securities are no longer subject to lock-up and at least 12 months have passed since the filing of the Form 10 information (as defined in Rule 144(i)(3) of the Securities Act) with the SEC. Pursuant to the New Registration Rights Agreement, PubCo will also provide customary “piggyback” registration rights, subject to certain requirements and customary conditions. The New Registration Rights Agreement also provides that PubCo will pay certain expenses relating to such registrations and indemnify the shareholders against certain liabilities. The New Registration Rights Agreement will terminate upon the earlier of the tenth (10th) anniversary of the date of the New Registration Rights Agreement, the date as of which no Registrable Securities remain outstanding, and with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. For more information, see “Ancillary Documents — New Registration Rights Agreement.”

Background of the Business Combination

SPAC is a special purpose acquisition company that was incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

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The terms of the Business Combination with GOWell are the result of negotiations between representatives of SPAC and GOWell. Prior to the Business Combination, SPAC had not entered into a definitive agreement with any target business. Members of the New Sponsor who are now officers and/or directors of SPAC (the “Inflection Point team”) had, however, previously engaged in preliminary discussions with GOWell on behalf of separate special purpose acquisition companies sponsored by the Inflection Point team, IPXX and IPCX, with respect to an initial business combination, but in both cases the parties decided against moving forward, as described in more detail below. There was no agreement, arrangement, or understanding between New Sponsor and SPAC, or its or their officers, directors, or affiliates, with respect to determining whether to proceed with the Business Combination with GOWell or any other initial business combination prior to the execution of the Business Combination Agreement.

IPO and Sponsor Transaction

SPAC completed its IPO of 8,625,000 Units on February 14, 2025, including 1,125,000 Units as a result of the Representatives’ exercise in full of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to SPAC of $86,250,000. Prior to the consummation of its IPO, neither SPAC, nor anyone on its behalf, selected any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with SPAC.

In line with its disclosed business strategy, the SPAC identified several general criteria to guide its evaluation of prospective target businesses, including: (i) substantial opportunity for growth following a business combination, supported by favorable sector and market dynamics and large unmet demand; (ii) a leadership position within a defensible or disruptive niche, including differentiated technology or other competitive advantages; (iii) a track record of profitability and long-term sustainable cash flows; (iv) public company readiness, including a proven management team, corporate governance framework and reporting policies; (v) a strong and qualified management team with a demonstrated ability to drive revenue growth and shareholder value; (vi) an initial enterprise value between $200 million and $2 billion with readiness to grow; and (vii) revenues between $50 million and $500 million. Although the criteria mentioned above are not intended to be exhaustive, these factors formed the principal framework for its evaluation of potential business combination opportunities.

From the consummation of its IPO through the Sponsor Transaction and related leadership transition, SPAC, through the Prior Sponsor and SPAC’s previous management, reviewed numerous potential business combination opportunities across multiple industries and sectors and engaged in discussions with several potential targets. As of the date of the Sponsor Transaction, 24 potential business combination targets had been evaluated by the Prior Sponsor and SPAC’s previous management team, four non-disclosure agreements had been executed, but no non-binding letters of intent were submitted. With respect to the targets with which SPAC entered into non-disclosure agreements, the first such target was a crypto asset management group focused on crypto treasury strategies (“Target A”). The SPAC entered into a non-disclosure agreement on June 16, 2025 with respect to Target A and held an introductory call with Target A on June 17, 2025. However, Target A did not express strong interest in pursuing a de-SPAC transaction and discussions with Target A were discontinued shortly following the June 17, 2025 introductory call. The second such target was a satellite technology company (“Target B”). SPAC entered into a non-disclosure agreement with Target B on July 10, 2025, and Target B shared access to its data room with SPAC on July 18, 2025. However, the parties were unable to reach initial alignment on transaction direction and deal structure and discussions with Target B were discontinued on July 30, 2025. The third such target was a U.S.-based developer of AI-driven autonomous aircraft (“Target C”). The SPAC entered into a non-disclosure agreement with Target C on July 15, 2025. Target C elected to pursue discussions with another special purpose acquisition company and, accordingly discussions with Target C were discontinued on July 25, 2025. The fourth such target was a U.S.-based hydrogen technology company engaged in the design, construction and operation of hydrogen production facilities (“Target D”). The SPAC entered into a non-disclosure agreement with Target D on July 22, 2025, however, the parties were unable to reach initial alignment on the transaction direction and structure and discussions with Target D were discontinued on July 23, 2025. Accordingly, none of the potential business combination targets identified by the Prior Sponsor and the SPAC’s previous management team remained in consideration by the SPAC at the time of the Sponsor Transaction.

In early August 2025, Inflection Point initiated discussions with the Prior Sponsor team to acquire Maywood Acquisition Corp. as a SPAC vehicle for the transaction with GOWell, and on September 9, 2025, pursuant to the Securities Transfer Agreement, the Prior Sponsor sold to the New Sponsor an aggregate of 990,000 Founder Shares, and assigned its rights and obligations under the Sponsor Loan to the New Sponsor. The Sponsor Transaction is discussed in more detail below under the subsection “— Chronology of the Current Transaction”. The Prior Sponsor

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team had not been looking to sell control of the SPAC prior to their discussions with the Inflection Point team. The Inflection Point team believed the SPAC would be a good vehicle to use for the transaction with GOWell because the SPAC had until August 14, 2026 to complete its initial business combination, which the Inflection Point team believed would be sufficient time to consummate the potential business combination with GOWell, and because it was domiciled in the Cayman Islands, which Inflection Point believed was important to the structuring of the potential business combination with the Cayman-domiciled GOWell. The Prior Sponsor entered into the Sponsor Transaction because the New Sponsor and Inflection Point team brought with them a successful track record of prior de-SPAC transactions and a non-binding letter of intent with GOWell, which the Prior Sponsor team believed was a compelling target business. The Sponsor Transaction allowed the Prior Sponsor to retain a passive investment in SPAC, while avoiding the time, expense and opportunity cost associated with finding and negotiating a business combination. In this respect, the Sponsor Transaction changed the contemplated role of the Prior Sponsor in the SPAC’s initial business combination — instead of having an active role in sourcing and negotiating a business combination, following the Sponsor Transaction, the Prior Sponsor now has a passive role and the New Sponsor and Inflection Point team took on an active role in negotiating the Business Combination with GOWell. The New Sponsor’s role in the Business Combination is consistent with the role of sponsors of special purpose acquisition companies. There was no prior relationship or affiliation between the Inflection Point team and the Prior Sponsor or SPAC. Following the Sponsor Transaction, the Prior Sponsor has had no ongoing active involvement with the SPAC. It is a passive holder of Retained Shares and Private Placement Units. It has no right to participate and did not participate in the decision to pursue the Business Combination with GOWell. Of the prior management team of SPAC, only Mr. Wu has retained his membership on the current management of SPAC and the SPAC Board. Mr. Wu does not control, directly or indirectly, the Prior Sponsor and he does not represent the Prior Sponsor’s interests on the SPAC Board. As such, aside from Mr. Wu, the other members of the prior management team did not have the right to participate nor did they participate in the decision to pursue the Business Combination with GOWell or the approval of the Business Combination.

In connection with the Sponsor Transaction, Inflection Point principals Michael Blitzer and Kevin Shannon assumed leadership of SPAC, with Mr. Blitzer appointed Chairman and Chief Executive Officer and Mr. Shannon appointed Chief Operating Officer. Zikang Wu, a member of the original SPAC management team, remained in place as Chief Financial Officer and a member of the SPAC Board. In connection with the leadership transition, two new independent directors, William Denkin and Steven Tannenbaum, were added to the SPAC Board, and all other members of the prior management team and board resigned. See “Information About the SPAC — The Sponsor Transaction” for more information. In January 2026, a third independent director, Carolyn Trabuo, was added to the SPAC Board.

The Inflection Point team and the New Sponsor completed the Sponsor Transaction with the intention of acquiring a SPAC vehicle that could be used to complete a business combination with GOWell, which they viewed as an attractive and actionable target. As a result, after the Sponsor Transaction, SPAC and the New Sponsor did not review any targets other than GOWell.

Prior Discussions Between New Sponsor and GOWell

Prior to the Sponsor Transaction, the Inflection Point team, in performing their roles for other positions and roles they hold at other special purpose acquisition companies, conducted a wide search, leveraging their network of business and investment relationships, which led to the identification of many potential business combination targets. Commencing in November 2023, the Inflection Point team, on behalf of IPXX, initiated discussions with GOWell and its investment banking representatives at Haitong International Securities (USA) Inc. (“Haitong”) regarding a potential business combination. Other than such discussions, there was no prior relationship (commercial or otherwise) between the Inflection Point team and GOWell, its sole shareholder, or its management. In January and February 2024, the Inflection Point team conducted multiple management meetings and independent diligence on the business, including an in-person diligence trip at GOWell’s facilities in Houston, Texas. In mid-February 2024, IPXX and GOWell signed a non-binding letter of intent. The terms of the proposed transaction between GOWell and IPXX are set forth in this paragraph. For a discussion of the terms of the Business Combination between GOWell and SPAC, please see the section below titled “— Chronology of the Current Transaction.” The terms of the proposed transaction with IPXX included, among other things, (i) a $225 million enterprise valuation for the GOWell business and no earnout, (ii) a $40 million minimum cash condition, but no committed financing, (iii) the potential forfeiture of certain of the private placement warrants held by the sponsor of IPXX if the minimum cash condition was not met and a second forfeiture if the post-closing company did not reach a specified stock trading target within five years after the closing, and (iv) one member of the post-closing company’s board of directors to be designated by IPXX (subject to GOWell’s consent, not to be unreasonably withheld, delayed or conditioned). In light of the challenging

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capital markets environment at the time, and the uncertainty of raising a common equity PIPE, the parties had agreed that the minimum cash condition would be deemed satisfied if GOWell received market-based term sheet(s) with a commitment of at least $40 million available at the closing, even if GOWell were to choose not to accept financing on such offered terms. However, in March 2024, GOWell decided to discontinue negotiations to pursue a potential business combination and instead pursue other sources of potential financing. IPXX subsequently entered into a business combination agreement with USARE on August 21, 2024, which was consummated on March 13, 2025.

GOWell and the Inflection Point team had very little contact during the period between April 2024 and May 2025. During such time, GOWell considered alternatives to a de-SPAC transaction, including raising capital via traditional debt or equity financing, since there was less certainty during this period to retain and raise capital via a de-SPAC transaction due to the challenging SPAC market. In April 2024, Kevin Shannon, the Chief Operating Officer of SPAC, emailed Mike Reed, Chief Financial Officer of GOWell, and Kevin Colby, General Counsel of GOWell, with an update that the Inflection Point team was forming an investment fund that would have the ability to deploy a larger amount of capital in de-SPAC transactions. Inflection Point Fund I LP was formed in August 2024. After that correspondence, Inflection Point and GOWell had no further contact until May 8, 2025, when Mike Reed, Chief Financial Officer of GOWell, emailed the Inflection Point team to re-engage on the possibility of pursuing a business combination in light of improved market conditions. This outreach catalyzed the discussions initially with IPCX, a separate SPAC vehicle, discussed in more detail below. There was no agreement, arrangement, or understanding between GOWell and the Inflection Point team to enter into a business combination with any special purpose acquisition company at this time. However, both parties recognized that the SPAC market appeared to be better positioned from a capital raising position that provided more certainty as to the ability to obtain financing in connection with de-SPAC transactions and to retain public shareholders and trust account capital. Further, based on discussions with GOWell management during this time, GOWell remained an attractive target to the Inflection Point team due to its strategic positioning, technology portfolio, and potential to access global capital markets, and had an additional year of operations and historical financials, which the Inflection Point team reviewed during the course of its due diligence.

In order to capitalize on the opportunity with GOWell, the Inflection Point team needed to find a vehicle to complete a business combination with GOWell. As discussed in “— IPO and Sponsor Transaction” above, as well as below, in August 2025, Inflection Point initiated discussions to acquire Maywood Acquisition Corp. as a SPAC vehicle for the transaction with GOWell. Following the Sponsor Transaction in September 2025, New Sponsor and the current management team of SPAC, on behalf of SPAC, officially commenced negotiations between SPAC and GOWell to enter into the Business Combination Agreement.

Other than IPXX, IPCX, and, ultimately, the SPAC, the Inflection Point team did not present the GOWell transaction to any other special purpose acquisition companies.

Chronology of the Current Transaction

On May 9, 2025, IPCX and GOWell entered into a non-disclosure agreement, and on May 14, 2025, Mr. Reed and Mr. David MacNeill (then Chief Operating Officer of GOWell) held a re-introduction call with Messrs. Blitzer and Shannon. The parties discussed the current state of the business, reviewed key developments since their 2024 discussions, including improvements in the capital markets and the recent launch of the Inflection Point team’s investment fund, Inflection Point Fund I LP, which could be used to raise and deploy capital to GOWell, and reflected on lessons learned from the prior interaction of the Inflection Point team, such as the importance of raising additional capital in connection with the transaction and crafting an effective investor relations and marketing strategy to afford the post-combination company with continued access to the capital markets. Both GOWell’s and the Inflection Point team’s businesses had matured. For example, in the period between March 2024 and May 2025, the Inflection Point team had completed a business combination between IPXX and USARE, in which Inflection Point’s affiliates and other pre-funded PIPE investors invested nearly $50 million. Both teams were excited about the opportunity to bring capital and a public listing to GOWell.

On May 15, 2025, Mr. Shannon spoke with representatives of Haitong regarding the transaction structure, including SPAC mechanics, Singapore incorporation, and Foreign Private Issuer status and reporting considerations.

On May 27, 2025, Mr. Shannon spoke again with representatives of Haitong about the proposed transaction timeline and Haitong’s request that New Sponsor, on behalf of IPCX, submit a letter of intent by the end of the week. Given IPCX’s uncertainty of the actionability and timeline of the GOWell opportunity at that time and given other time-sensitive opportunities, IPCX entered into exclusivity and eventually signed a business combination agreement with Air Water Ventures Limited.

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On July 7, 2025, Mr. Shannon, representatives from Haitong and Cantor Fitzgerald & Co. (“Cantor”) held a call to explore the potential acquisition of an existing SPAC to facilitate the Business Combination with GOWell.

On July 10, 2025, Messrs. Blitzer and Shannon met Ms. Wenhua Liu, a founder of GOWell, at GOWell’s Dubai office to conduct diligence of its offices and operations in anticipation of a potential business combination.

On July 16, 2025, the Inflection Point team, based on its existing plans to acquire and take over the management of SPAC, submitted an initial letter of intent (“LOI”) and indicative term sheet for the proposed Signing PIPE Investment (the “PIPE Term Sheet”) to Haitong and GOWell. The initial LOI proposed, among other things, a pre-money equity valuation of GOWell of $300 million, excluding the earnout and assuming no debt and a normalized level of working capital, which was derived based on a multiple of GOWell’s projected 2026 EBITDA of $33 million Inflection Point believed this valuation was attractive in light of the valuation of selected technology-enabled energy companies (see the section of the proxy statement/prospectus entitled “The Business Combination — Opinion of SPAC’s Financial Advisor — Financial Analyses”). The initial LOI also proposed that the number of shares issuable as initial consideration to GOWell be based on the Redemption Price of the Public Shares, which Inflection Point believed would appropriately align the effective per share purchase price for PubCo Ordinary Shares as between Public Shareholders and the GOWell Shareholder, thereby mitigating incremental dilution to Public Shareholders that could otherwise result solely from any difference between the Redemption Price and the effective per share price applicable to the GOWell Shareholder. Additionally, the LOI proposed (i) an earnout lasting through 2027 via which existing shareholders of GOWell could earn up to 20,000,000 additional shares, only if annual EBITDA surpassed fixed targets of $35 million, $40 million, $50 million and $60 million respectively through December 31, 2027, (ii) the granting of approximately 5,000,000 additional shares to entities associated with the SPAC upon the consummation of the transaction in the form of Company Restricted Shares, to bring the total share ownership of the Inflection Point team to 7,500,000 shares, or approximately 19.0% of the post-closing company (not including the impacts of the Earnout or conversion of any PIPE Investment), which SPAC believed was an appropriate equity stake, (iii) a Minimum Cash Condition of $50,000,000 which provided that, if term sheets on substantially the same terms as the PIPE Term Sheet, totaling at least $50,000,000, were offered to and rejected by GOWell, the Minimum Cash Condition would be deemed satisfied, and (iv) for the PubCo Board to be declassified and have two directors designated by the New Sponsor. The proposed grant of Company Restricted Shares was intended to compensate the Inflection Point team for the work to be undertaken in connection with the Business Combination and public listing of PubCo, and was not a finder’s fee. Further, the grant of Company Restricted Shares would bring the Inflection Point team’s ownership in line with the ownership percentage of the Inflection Point team in its other SPAC business transactions, at approximately 19.0%, and therefore was both a comparable equity stake for the Inflection Point team’s efforts to consummate this business combination and comparable from an economic and dilution perspective to the unaffiliated shareholders. The SPAC negotiated for the PubCo Board to include board members appointed by the New Sponsor to represent the interests of the New Sponsor, as it is expected to be a significant shareholder of PubCo following the Closing. The PIPE Term Sheet proposed, among other things, a PIPE investment by the New Sponsor to be consummated substantially concurrently with the Closing, pursuant to which the New Sponsor would purchase PubCo Preferred Shares which would accrue dividends a rate per annum of (i) 8% in cash, or (ii) 10% in payment-in-kind, at the election of GOWell, to be purchased at a 15% original issue discount. The PIPE Term Sheet also provided that investors would also receive warrants, with an initial exercise price of $12.00 per share, to purchase a number of Company Ordinary Shares equal to the number of Company Ordinary Shares into which the Company Preferred Shares are initially convertible. The conversion price of the Company Preferred Shares and Company Warrants would be subject to a one-time downward adjustment equal to the volume-weighted average price (“VWAP”) of the 20-trading day period commencing six-months after the Closing, subject to a price floor of $5.00 per share, which New Sponsor believed was necessary to ensure price stability (the “VWAP Reset”).

On July 17, 2025, Messrs. Colby, Reed and MacNeill, and a representative of Haitong met with Mr. Shannon in Houston to discuss the LOI and PIPE Term Sheet.

On July 21, 2025, representatives of Haitong sent the New Sponsor markups of the LOI and PIPE Term Sheet. The revised LOI proposed, among other things, to (i) fix the Redemption Price per share at approximately $10.00 per share to stabilize the GOWell Shareholder’s post-closing ownership percentage, (ii) lengthen the earnout period from 2027 to 2028, (iii) cap transaction expenses, including legal fees, to be paid by PubCo’s capital, and (iv) reduce the number of PubCo Directors designated by New Sponsor from two to one. The revised PIPE Term Sheet proposed, among other things, to (i) remove the Company Warrants as compensation to the PIPE Investors and (ii) remove the VWAP Reset.

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On July 22, 2025, Messrs. MacNeill, Blitzer, Shannon, and a representative of Haitong attended an in-person meeting in New York to discuss Haitong’s markups received the prior day.

On July 25, 2025, GOWell revised its markups of the LOI and PIPE Term Sheet, of which the revisions to the LOI concerned, among other things, (i) capping the price per share as initial consideration to GOWell at $10.50, with the price to be determined at the signing of the Business Combination Agreement, (ii) adjusting the fixed EBITDA targets to provide for different earnouts based on partial achievement of each of the EBITDA targets of $30 million, $50 million and $70 million is achieved in 2026, 2027 and 2028 respectively, and (iii) a cap on the transaction expenses at $10 million with an additional $2 million for marketing and promotion. With respect to the PIPE Term Sheet, GOWell agreed to issue the Company Warrants as compensation to the PIPE Investors, with an exercise price of $12.00 per two shares.

Between July 26 and 28, 2025, the New Sponsor and GOWell discussed the details of GOWell’s markups to finalize the terms of the LOI and PIPE Term Sheet.

On July 29, 2025, GOWell further revised its markup to propose, among other things, that (i) any interim debt raised by GOWell be paid through the proceeds of any PIPE investment arising out of the Business Combination, (ii) the number of shares issuable as initial consideration be based on the equity value divided by a price set at the time of the Business Combination, capped at $10.50 per share, (iii) the earnout targets be changed to be based on Adjusted EBITDA rather than EBITDA, and (iv) the PubCo Board consist of Mr. Xi Zhang, Ms. Wenhua Liu, and a board member appointed by the New Sponsor, among others. The final markup also reflected the cumulative negotiations and agreements between the parties with regards to (i) the original proposed equity value of $300 million, (ii) an earnout lasting through 2028 through which existing shareholders of GOWell could earn up to 20,000,000 additional shares, and (iii) the Minimum Cash Condition. Such markup also retained the Company Restricted Shares to be issued to the Inflection Point team. The revised PIPE Term Sheet (i) re-introduced the VWAP Reset, though now commencing at one year after Closing, subject to a floor of $6.50 per share, to prevent excessive dilution to GOWell, (ii) agreed to an initial exercise price of $12.00 per share in respect to the Company Warrants, and (iii) adjusted the Company Warrants to allow the purchase of the number of Company Ordinary Shares equal to one half of the total number of Company Ordinary Shares into which the Company Preferred Shares are initially convertible.

Also on July 29, 2025, the parties executed the LOI and the PIPE Term Sheet. The executed LOI reflected the following agreed terms: (i) a pre-money equity valuation of GOWell of $300 million, excluding the earnout and assuming no debt and a normalized level of working capital, (ii) the number of shares issuable as initial consideration to GOWell will be based on the Redemption Price of the Public Shares, capped at $10.50 per share, (iii) an earnout lasting through 2028 through which existing shareholders of GOWell could earn up to 20,000,000 additional shares, with targets based on Adjusted EBITDA, (iv) a $50 million Minimum Cash Condition, (v) 5,000,000 Company Restricted Shares to be issued to the Inflection Point team, and (iv) the PubCo Board will consist of Mr. Xi Zhang, Ms. Wenhua Liu, GOWell’s CEO, a board member appointed by the New Sponsor, and three additional independent board members. The executed PIPE Term Sheet reflected the following agreed terms: (a) PubCo Preferred Shares which would accrue dividends a rate per annum of 8% in cash, or 10% in payment-in-kind, at the election of GOWell, to be purchased at a 15% original issue discount, (b) GOWell will issue Company Warrants as compensation to the PIPE Investors, with an exercise price of $12.00 per share to purchase one half of the total number of Company Ordinary Shares into which the Company Preferred Shares are initially convertible, and (c) the conversion price of the Company Warrants is subject to the VWAP Reset, commencing at one year after Closing, subject to a floor of $6.50 per share. Both of the LOI and PIPE Term Sheet had been negotiated at arm’s length among GOWell and the Inflection Point team. New Sponsor’s decision to enter into the LOI was based on, among other things, GOWell’s differentiated technology uniquely positioned to address growing industry needs rather than GOWell’s exclusive technology and industry needs.

On July 30, 2025, Messrs. Reed, MacNeill, Colby, Shannon and Ms. Liu, and a representative of Haitong, held a call to discuss the structure of a potential pre-funded PIPE investment.

In early August 2025, Inflection Point initiated discussions to acquire Maywood Acquisition Corp. as a SPAC vehicle for the transaction with GOWell. The Prior Sponsor team had not been looking to sell control of the SPAC prior to their discussions with the Inflection Point team. The Prior Sponsor team was the only team with which the Inflection Point team engaged in substantive discussions. The Inflection Point team believed the SPAC would be a good vehicle to use for the transaction with GOWell because the SPAC had until August 14, 2026 to complete its initial business combination, which the Inflection Point team believed would be sufficient time to consummate the potential business combination with GOWell, and because it was domiciled in the Cayman Islands, which Inflection Point believed was important to the structuring of the potential business combination with the Cayman-domiciled GOWell. On August 8, 2025, Mr. Shannon

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held a call with Mr. Zikang Wu of SPAC and a representative of Cohen to discuss the potential acquisition of the SPAC, and on August 15, 2025, Messrs. Wu and Shannon held a follow-up call on the topic. The Inflection Point team initially proposed to acquire Founder Shares for $1.00 per share, and would acquire at that price as many Founder Shares as the Prior Sponsor team would be willing to sell. The Prior Sponsor team countered with a per share price of $1.30, and a maximum of 990,000 Founder Shares. For a discussion of the parties’ reasons for the Sponsor Transaction, see “IPO and Sponsor Transaction” above.

On August 20, 2025, representatives of White & Case LLP (“White & Case”), legal counsel to the New Sponsor, held an introductory call with representatives of Graubard Miller (“Graubard”), legal counsel to the Prior Sponsor, and SPAC, where they discussed the structure and timing of the Sponsor Transaction, and required approvals.

On August 22, 2025, White & Case sent an initial legal due diligence request to Graubard in connection with the Sponsor Transaction.

On August 26, 2025, White & Case sent to Graubard an initial draft of a Securities Transfer Agreement in connection with the Sponsor Transaction, which reflected (i) the purchase by the New Sponsor of an aggregate of 990,000 Founder Shares for an aggregate purchase price of $1.5 million, (ii) that the Prior Sponsor would use the SPAC’s working capital to repay the existing $500,000 Promissory Note due to the Prior Sponsor or, to the extent sufficient funding was not available to fully repay the entire amount outstanding pursuant to the Promissory Note, the Prior Sponsor would cancel and forgive such remaining amount, (iii) that the SPAC would fully satisfy, discharge, and pay all outstanding liabilities and terminate certain agreements with vendors, (iv) that the Prior Sponsor would convert all of its retained Founder Shares from Class B Ordinary Shares into Class A Ordinary Shares, and (v) that the Prior Sponsor would cause each of the SPAC’s current officers and directors to resign, except for one director. The Securities Transfer Agreement also included customary representations, warranties, covenants, and conditions for an agreement of its type. White & Case also sent initial drafts of a joinder to the SPAC’s Registration Rights Agreement to provide the New Sponsor with the same registration rights as held by the Prior Sponsor, an Amended and Restated Insider Letter to make the New Sponsor a party thereto, and a Sponsor Indemnification Agreement in favor of the New Sponsor, whereby the SPAC would agree to indemnify, exonerate, and hold harmless the New Sponsor and its affiliates.

On August 26, 2025, Messrs. Blitzer and Shannon held an introductory call with Mr. Guillaume Borrel, GOWell’s newly appointed Chief Executive Officer, alongside Ms. Liu, and Haitong representatives.

On August 28, 2025, Graubard sent a revised draft of the Securities Transfer Agreement to White & Case. In such revised draft, the Prior Sponsor proposed that the New Sponsor purchase the Sponsor Promissory Note rather than causing the SPAC to repay it, and accordingly changed the transaction terms from the purchase of 990,000 Founder Shares for a purchase price of $1.5 million and repayment of such note to the purchase of 990,000 Founder Shares for a purchase price of $1.3 million and the purchase of the $500,000 Promissory Note for $500,000, for a total purchase price of $1.8 million. Such revised draft also included a covenant that the SPAC would have no less than $300,000 in its operating account as of the closing of the Sponsor Transaction.

On August 30, 2025, the Prior Sponsor and New Sponsor came to an agreement on the terms of the Sponsor Transaction at $1.3 million for 990,000 Founder Shares, control of the SPAC, control of the SPAC’s existing working capital account, and the rights to the existing $500,000 Promissory Note due to the Prior Sponsor.

On September 1, 2025, representatives of White & Case LLP (“White & Case”), legal counsel to the New Sponsor, sent Hunter Taubman Fisher & Li LLC (“HTFL”), GOWell’s legal counsel, and GOWell a legal due diligence request list for purposes of completing its legal due diligence review of GOWell. On September 3, 2025, GOWell provided SPAC and representatives of White & Case with access to an online data room containing further business, financial, operational, accounting, legal, intellectual property and other documentation with respect to GOWell and its business.

Between September 3, 2025 and October 12, 2025, SPAC’s legal advisors conducted due diligence with respect to GOWell and its business, in each case, based on information available in the data room and written responses from representatives of GOWell.

On September 3, 2025, Messrs. Borrel, Reed, MacNeill, Colby, Ms. Liu, Haitong representatives, and representatives of HTFL held the first weekly transaction call with Messrs. Blitzer and Shannon and representatives of White & Case. Topics covered included updates on the change in management of SPAC in connection with the Sponsor Transaction, anticipated timeline of the signing of the Business Combination Agreement, corporate structure, diligence requests, PIPE documentation, ancillary documentation, press release and investor presentation drafts. From September 3, 2025,

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six recurring calls, taking place on September 3, September 10, September 17, September 24, October 1 and October 8, respectively, were held to discuss the Business Combination Agreement and its terms, the structure of the transaction, diligence progress and potential PIPE investments from interested investors, among other things.

On September 9, 2025, Messrs. Blitzer and Shannon met with Mr. Xi Zhang, Founder and Chairman of GOWell, along with Ms. Liu, Mr. Borrel, and representatives of Haitong at Haitong’s New York office for a business overview discussion. Mr. Zhang outlined GOWell’s strategic vision and growth initiatives.

Also on September 9, 2025, the Sponsor Transaction was signed and consummated. The final terms of the Securities Transfer Agreement reflected the payment by the New Sponsor of $1.3 million in cash for 990,000 Founder Shares, control of the SPAC, control of the SPAC’s existing working capital account, and $500,000 in cash for the rights to the existing $500,000 Promissory Note due to the Prior Sponsor. Following the Sponsor Transaction, the Inflection Point team, as New Sponsor of the SPAC and as the go-forward management team, introduced GOWell to the SPAC. Further, as described above in more detail, following the Sponsor Transaction, the Prior Sponsor has had no ongoing active involvement with the SPAC.

On September 10, 2025, White & Case circulated an initial draft of the Business Combination Agreement to HTFL, which included terms that were consistent with the term sheet and proposed the structuring of the Business Combination as a reverse merger.

On September 22, 2025, HTFL sent a revised draft of the Business Combination Agreement to White & Case and Conyers LLP, Cayman Islands counsel to SPAC (“Conyers”), which proposed revisions to, among other things, the conversion mechanics for Company Preferred Shares, the terms of the Earnout Shares, and the interim operating covenants applicable to GOWell during the period between signing and closing.

On September 11, 2025, Messrs. Borrel, MacNeill, Reed and Colby, Ms. Liu, Haitong representatives and HTFL held a working session with Mr. Shannon to review the draft investor presentation ahead of PIPE investor meetings. The group walked through the key messaging, slides, and data points to ensure the deck aligned with the transaction strategy and timetable, and identified a focused set of edits to tighten the narrative and highlight commercial traction. On September 24, 2025, Messrs. Shannon and Colby, and representatives of Haitong, HTFL and White & Case participated in a virtual meeting to discuss due diligence matters relating to the investor presentation, including, among other things, GOWell’s intellectual property, clientele and market share.

On September 15, 2025, Messrs. Reed and Shannon discussed the potential engagement of Gateway Group for public relations support.

On September 16, 2025, the SPAC Board held its first meeting following the change in management in connection with the Sponsor Transaction, attended by Messrs. Blitzer, Shannon, Wu, Denkin and Tannenbaum and representatives of White & Case, to discuss the progress of the Business Combination with GOWell and agree upon the selection of a fairness opinion provider. Mr. Shannon provided an overview of GOWell’s business and management’s interest in this opportunity, including GOWell’s unique product offering, its market opportunity, and the attractive valuation (each of which are discussed in more detail in the section titled “The SPAC Board’s Reasons for the Approval of the Business Combination”) and responded to questions from the SPAC Board regarding the same. Mr. Shannon also described the proposed terms of the Signing PIPE Investment and Closing PIPE Investment. The Board determined to seek a fairness opinion in light of the New Sponsor’s participation in the Signing PIPE Investment, as it would become a shareholder of GOWell immediately prior to the signing of the Business Combination Agreement and would therefore have a potential conflict of interest with non-affiliated SPAC shareholders. There were no alternative business combination targets considered by the SPAC Board.

On September 17, 2025, SPAC engaged Newbridge Securities Corporation to provide an opinion to the SPAC Board as to the fairness, from a financial point of view, to the SPAC Unaffiliated Shareholders of the Initial Merger Consideration to be paid by SPAC in the Business Combination pursuant to the Business Combination Agreement. Of various providers, Newbridge was selected because of its experience in similar transactions and its reputation in the investment community.

On September 17, 2025, White & Case circulated the initial drafts relating to the Signing PIPE Investment and the Closing PIPE Investment to HTFL, including the subscription agreements and the forms of warrant agreement. Between September 10, 2025 and October 13, 2025, W&C and HTFL engaged in negotiations regarding the ratio at which shares of Company Preferred Shares would be exchanged for PubCo Preferred Shares, the governing law and jurisdiction of the subscription agreements, and the issuance of Company Restricted Shares. On September 21, 2025,

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HTFL sent to White & Case revised drafts of the agreements, which reflected a proposed $8.50 subscription price and Delaware governing law and jurisdiction, and bracketed for further negotiation the issuance of Company Restricted Shares. On October 6, 2025, White & Case sent to HTFL further revised drafts of the agreements which accepted HTFL’s comments and revised the provisions relating to the issuance of Company Restricted Shares to clarify that the shares would be issued as consideration for post-closing services to PubCo. On October 10, 2025, HTFL sent to W&C revised drafts of the PIPE documents which removed the provisions relating to the issuance of Company Restricted Shares. White & Case then sent a further revised draft to HTFL on October 12, 2025 which re-inserted the provisions relating to the issuance of the Company Restricted Shares and further provided that, as a condition to funding the Signing PIPE Investment, GOWell must have completed its corporate reorganization to increase the effective price of the Company Ordinary Shares to $10.00 per share. Ultimately, the parties agreed on the current conversion ratio of preferred shares, and that the subscription agreements would be governed by Delaware law. Additionally, as discussed below, on October 12, 2025, GOWell agreed to issue an aggregate of 4,481,250 Company Restricted Shares to certain officers and directors of SPAC as consideration for services rendered and to be rendered to PubCo.

On September 19, 2025, the management team of GOWell held an investor presentation dry run with Inflection Point. GOWell executed NDAs with two potential PIPE investors on September 23, 2025, and September 30, 2025.

Between September 22, 2025 and October 9, 2025, White & Case, on behalf of SPAC, and HTFL, on behalf of GOWell, engaged in negotiations regarding the open points in the Business Combination Agreement, including, among other things, the Company Restricted Shares, the proposed ratio at which shares of Company Preferred Shares would be exchanged for PubCo Preferred Shares, the terms of the Earnout Shares, the interim operating covenants, the allocation of fees and expenses, and material tax considerations and representations, the results of which were reflected in the revised draft circulated by White & Case on October 9, 2025.

On September 30, 2025, White & Case circulated drafts of the Lock-Up Agreements and the New Registration Rights Right Agreement to HTFL and GOWell. In accordance with the terms of the LOI, the Company Lock-Up Agreement reflected that the GOWell Shareholder would be subject to a lock-up of six months and the Sponsor Lock-Up Agreement reflected a lock-up of six months for the Founder Shares and Retained Shares held by the New Sponsor and Prior Sponsor, respectively, and a 30-day lock-up for the Private Placement Units held by the Prior Sponsor. The New Registration Rights Agreement provided that holders of at least 10% of Registrable Securities would be entitled to demand registration rights. HTFL and White & Case exchanged drafts on October 7, October 10 and October 12, which contained non-substantive clean-up changes to the Lock-Up Agreements, and, with respect to the New Registration Rights Agreement, HTFL’s draft increased the threshold for demand rights to a majority-in-interest of Registrable Securities, and White & Case’s drafts provided for separate demand rights for the New Sponsor, affiliates of the New Sponsor, and holders of a majority-in-interest of Registrable Securities, as such parties would require a resale registration after the Closing. The parties ultimately agreed to the terms originally proposed with respect to the Lock-Up Agreements, and the New Registration Rights Agreement provided demand rights to holders of at least a majority of the then-outstanding Registrable Securities, the New Sponsor and affiliates of the New Sponsor.

On October 3, 2025, Messrs. Blitzer and Shannon met with a potential PIPE investor to pre-screen the GOWell opportunity. On October 6, 2025, GOWell’s management team, joined by Mr. Shannon and the investor, held a one-hour pitch and Q&A session covering GOWell’s organic growth, M&A strategy, and an overview of the business. That same day, GOWell presented to another potential PIPE investor.

On October 9, 2025, White & Case sent a further revised draft of the Business Combination Agreement to HTFL, reflecting SPAC’s positions on certain items, including: (i) the Company Restricted Shares, structured in this draft as 4,000,000 PubCo Ordinary Shares to be granted by PubCo to certain of the officers and certain other members of the SPAC management team as consideration for advisory services rendered to the Company and PubCo, to be issued and outstanding 90 days following the Closing Date (such number of shares representing the estimated number of shares that would bring the total share ownership of the Inflection Point team to approximately 19.0% of the post-closing company (not including the impacts of the Earnout or conversion of any PIPE Investment)); (ii) the proposed ratio at which shares of Company Preferred Shares would be exchanged for PubCo Preferred Shares, reflecting SPAC’s position that the conversion denominator should be the Redemption Price (i.e., the lesser of $10.50 and the actual per-share redemption amount) rather than a fixed dollar amount, with the same Redemption Price denominator applied to the calculation of the Company Consideration Shares; and (iii) the terms of the Earnout Shares, including a provision treating earnout share issuances as an adjustment to merger consideration for tax purposes and extending earnout rights to successors and assigns of Eligible Company Equityholders. The draft did not resolve all outstanding items, and the allocation of fees and expenses and material tax considerations and representations remained open.

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On October 9, 2025, Messrs. Reed and Colby spoke with Mr. Shannon regarding remaining terms of the Business Combination Agreement subject to finalization, including Redemption Price mechanics, a permissible quantum of debt GOWell could incur without the consent of the PIPE investors, anticipated transaction expenses, and the size of the employee equity incentive plan pool for PubCo.

On October 10, 2025, Messrs. Reed, MacNeill and Colby spoke with Mr. Shannon regarding pro forma board composition, including the potential inclusion of certain members of the New Sponsor as board members of PubCo.

On October 11, 2025, HTFL sent a further revised draft of the Business Combination Agreement to White & Case, which included revisions to, among other things, the allocation of fees and expenses to be shared by SPAC and GOWell and material tax considerations and representations. HTFL’s draft accepted the Redemption Price as the conversion denominator for both the Company Preferred Shares and the Company Consideration Shares, and retained the 4,000,000 share figure for the grant of Company Restricted Shares, while proposing that the aggregate SPAC Transaction Expenses cap be set at $10,000,000 (inclusive of all transaction costs) and that the deferred underwriting commissions and the sponsor promissory note be treated as SPAC Transaction Expenses for purposes of that cap.

On October 12, 2025, representatives of White & Case, Conyers, HTFL, Ogier (Cayman) LLP, Cayman Islands counsel to GOWell (“Ogier”), and King & Wood Mallesons, U.S. tax counsel to GOWell (“King & Wood Mallesons”), held a call to discuss the remaining open items in the Business Combination Agreement, including the final terms of the Company Restricted Shares, the Earnout Shares, and the allocation of fees and expenses. On that call, the parties agreed to restructure the management share grant: rather than PubCo granting 4,000,000 PubCo Ordinary Shares at closing, the Company would grant an aggregate of 4,481,250 Company Restricted Shares prior to the Second Merger Effective Time, which would then be assumed and converted into PubCo Restricted Shares at closing on the same vesting terms, with the specific grantees and vesting conditions to be set forth in the Company Disclosure Schedules (such number of shares representing the final calculation of the number of shares that would bring the total share ownership of the Inflection Point team to approximately 19.0% of the post-closing company (not including the impacts of the Earnout or conversion of any PIPE Investment)). The parties also agreed that Inflection Point Fund I LP (or its successors and assigns) would not receive more than 6.25% of the Earnout Shares in respect of any earnout event.

Between October 11 and October 13, 2025, White & Case and Conyers, on behalf of SPAC, and HTFL, Ogier and King & Wood Mallesons, on behalf of GOWell, exchanged further revised drafts of the Business Combination Agreement and were able to reach agreement on all outstanding points. The parties agreed that the aggregate SPAC Transaction Expenses would be capped at $8,000,000 (with an additional amount for marketing and promotion expenses to be mutually agreed), and that the deferred underwriting commissions would not be counted toward that cap. The final agreed terms also confirmed: (i) the Redemption Price as the conversion denominator for both the Company Preferred Shares and the Company Consideration Shares; (ii) the grant of 4,481,250 Company Restricted Shares by the Company prior to the Second Merger Effective Time, to be assumed and converted into PubCo Restricted Shares at closing; and (iii) the earnout structure with tiered EBITDA targets of $35 million, $50 million and $70 million for 2026, 2027 and 2028, respectively, with a cap of 6.25% of Earnout Shares allocable to Inflection Point Fund I LP (or its successors and assigns) in respect of any earnout event.

On October 13, 2025, the SPAC Board met via video conference and reviewed the principal terms of the definitive agreements for a transaction between SPAC and GOWell. Prior to the meeting, the SPAC Board was provided with a copy of the substantially final draft of the Business Combination Agreement and each ancillary agreement. The SPAC Board was aware of the potential conflicts of interest inherent in the proposed Business Combination, which are described in the section of this proxy statement/prospectus titled “Interests of Certain SPAC Persons in the Business Combination”. Representatives of White & Case present at the meeting summarized the principal terms of the Business Combination Agreement and each ancillary agreement, the key findings of legal due diligence conducted by White & Case, and the directors’ fiduciary duties under Cayman Islands law in the context of the proposed Business Combination. Newbridge rendered an oral opinion (which was subsequently confirmed in writing) to the effect that, as of that date and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Newbridge as set forth in its written opinion, the Initial Merger Consideration to be paid by SPAC in the Merger pursuant to the Business Combination Agreement was fair, from a financial point of view, to the SPAC Unaffiliated Shareholders. Later in the day, the SPAC Board and members of the SPAC Audit Committee were provided with updated versions of the Business Combination Agreement, each ancillary agreement, and a copy of Newbridge’s final opinion. Due to the related party interests arising from the securities that the New Sponsor would receive pursuant to the Signing PIPE Investment and the Company Restricted Shares to be received by certain officers and directors of SPAC as consideration for services to PubCo, pursuant to the SPAC Related Party

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Transaction Policy which required the SPAC Audit Committee to approve or ratify related party transactions, the SPAC Audit Committee was asked to determine, after due investigation, that the Transactions were advisable and in the best interests of SPAC and its shareholders, and make such recommendation to the SPAC Board to approve the Business Combination. Following review of each of the agreements and opinion, the SPAC Audit Committee resolved that the Business Combination was advisable and in the best interests of the SPAC and its shareholders and approved in light of the SPAC Related Party Transaction Policy, and recommended that the Board approve, and the Board did so approve and adopt, the Business Combination Agreement, each ancillary agreement and the Business Combination upon the determination that each were advisable and in the best interests of SPAC and its shareholders. The SPAC Board also determined that the aggregate fair market value of the Business Combination is equal to at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) as of the date of the Business Combination Agreement.

On October 13, 2025, SPAC, GOWell, Merger Sub, PubCo and the other parties executed the Business Combination Agreement, SPAC Holders’ Support Agreement and Company Support Agreement. The New Sponsor and Closing PIPE Investor executed the Signing PIPE Subscription Agreement and Closing PIPE Subscription Agreement respectively.

On October 14, 2025, the transactions were publicly announced prior to market opening, following which SPAC filed the Business Combination Agreement, ancillary agreements, the press release, investor presentation, and certain financial projections with the SEC as exhibits to a Current Report on Form 8-K. Later that day, New Sponsor wired $20 million to GOWell pursuant to the Signing PIPE Investment.

On December 22, 2025, SPAC and GOWell entered into an amendment to the Business Combination Agreement to clarify the mechanism for converting the Company Warrants into PubCo Warrants exercisable for PubCo Ordinary Shares at the Closing.

On January 7, 2026, the SPAC and New Sponsor entered into an amendment to the Promissory Note which increased the aggregate principal amount of the Promissory Note to $700,000 to reflect a $200,000 advance made by the New Sponsor to the SPAC for working capital. The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $500,000 Sponsor Loan, only upon the closing of the SPAC’s initial business combination and, with respect to the additional $200,000 loan, upon the earlier of the closing of the SPAC’s initial business combination and its liquidation. The Promissory Note may not be prepaid and no proceeds held in the Trust Account would be used to repay the Promissory Note.

On January 20, 2026, the size of the SPAC Board was increased from four to five directors and Carolyn Trabuco was appointed as a director to fill the resulting vacancy. Ms. Trabuco was also appointed as a member of the audit committee of the SPAC Board.

On April 1, 2026, GOWell engaged Roth Capital Partners, LLC to act as its non-exclusive capital markets advisor in connection with the Business Combination.

On April 2, 2026, the SPAC and New Sponsor entered into a second amendment to the Promissory Note which increased the aggregate principal amount of the Promissory Note to $800,000 to reflect a $100,000 advance made by the New Sponsor to the SPAC for working capital.

On April 8, 2026, SPAC engaged The Benchmark Company, LLC as its capital markets advisor in connection with the Business Combination.

In April 2026, due to developments observed since March 2026 and discussed in more detail in the section titled “Certain Projected Financial Information” below, GOWell’s management determined that the GOWell Initial Projections no longer represented management’s reasonable view on GOWell’s future financial performance, and, accordingly, on April 13, 2026, GOWell’s management provided updated projections to SPAC for fiscal years 2025 and 2026. Such GOWell Updated Projections were subsequently included in an investor presentation used by GOWell and SPAC in connection with the Business Combination, including as part of an Analyst Day event held on April 14, 2026.

On July 13, 2026, SPAC and GOWell entered into a second amendment to the Business Combination Agreement to provide that the earnout based on 2026 EBITDA can be partially earned at 80% achievement of 2026 EBITDA, in addition to the partial earnout at 90% achievement of 2026 EBITDA, which mirrors the earnout structure of the earnout based on 2027 EBITDA and 2028 EBITDA. Additionally, the second amendment to the Business Combination Agreement increases the cap on SPAC Transaction Expenses from $8,000,000 to $9,000,000 and carves out certain specified expenses from such cap.

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On July 20, 2026, SPAC filed a definitive proxy statement seeking shareholder approval of an amendment to the SPAC Articles to extend the combination window from August 14, 2026 to August 31, 2026, and permit the SPAC Board to further extend such date up to four times in one month increments, to up to December 31, 2026.

On July 28, 2026, SPAC and PubCo engaged Cohen & Company Securities, LLC, acting through its Cohen & Company Capital Markets division, to act as their capital markets advisor in connection with the Business Combination.

The SPAC Board’s Reasons for the Approval of the Business Combination

The SPAC Board considered a wide variety of factors in connection with their evaluation of the Business Combination. In light of the complexity of the factors, the SPAC Board, as a whole, did not consider it practicable to, nor did they attempt to, quantify or otherwise assign relative weight to the specific factors they took into account in reaching their decision. Rather, the SPAC Board based their evaluation, negotiation and recommendation of the Business Combination on the totality of the information presented to and considered by them. The SPAC Board considered all of these factors as a whole and, on balance, concluded they supported a favorable determination that the Business Combination Agreement and the Transactions are advisable and in the best interests of SPAC and its shareholders. The SPAC Board evaluated the reasons described below with the assistance of SPAC’s outside advisors. Individual members of the SPAC Board may have given different weight to different factors. The explanation of the reasons for the SPAC Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching their decision, the SPAC Board reviewed the results of the due diligence conducted by SPAC’s management, which included:

• meetings with GOWell’s management team to understand and analyze GOWell’s business and prospects;

• legal due diligence conducted by White & Case;

• multiple due diligence trips to GOWell’s facilities and operational due diligence;

• review of GOWell’s financial statements and certain projections provided by GOWell;

• review of the proposed structure of the Business Combination and drafts of definitive documents.

The factors considered by the SPAC Board included, but were not limited to, the following (which are not weighted or in any order of significance):

• Future Business and Financial Condition and Prospects.    The SPAC Board had knowledge of, and were familiar with, GOWell’s future business and growth prospects, including the GOWell Initial Projections. The SPAC Board considered GOWell’s current prospects for growth in executing upon and achieving GOWell’s business objectives, and noted its innovative award-winning technology, its unique position as supplier of customers including the “Big 4” global OFS, opportunities for sustained growth, given recurring revenue contributed more than 57% of overall revenue in 2024, and widely applicable technology, which the SPAC Board believes provides GOWell with the opportunity to become a market leader in wireline logging solutions. As discussed in more detail in the section titled “Certain Projected Financial Information” below, in April 2026, due to developments observed since March 2026, GOWell’s management determined that the GOWell Initial Projections no longer represented management’s reasonable view on GOWell’s future financial performance, and, accordingly, on April 13, 2026, GOWell’s management provided the GOWell Updated Projections to SPAC. Neither the SPAC Board nor SPAC’s management team continues to rely on the GOWell Initial Projections. In continuing to recommend the Transaction to its shareholders, the SPAC Board considered that the GOWell Updated Projections reflect two specific, identified developments (namely, the near-term operational impact of the ongoing Iran conflict on certain of GOWell’s markets, and timing shifts in certain capital sales project deliveries) rather than a fundamental change to GOWell’s long-term business outlook or competitive positioning.

• Market Opportunity.    The SPAC Board believes that GOWell has a large opportunity given the substantial size of the wireline market, which was valued at $7.4 billion in 2023 according to the research and analysis conducted by Rystad Energy in 2023, and GOWell’s ability to service clients in over 50 countries. It believed that GOWell’s well-integrity technology will become increasingly important as wells age and deteriorate, particularly as GOWell is the largest independent well-integrity logging equipment supplier.

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• Unique Product Offering.    The SPAC Board considered the fact that GOWell, which holds 12 patents in the U.S. and 2 patents in Norway, offers the world’s first combinable thru-tubing well integrity logging tool suite which is uniquely positioned to win market share.

• Experienced Management Team.    The SPAC Board believes that GOWell has an experienced management team, including officers and directors who have served at the “Big 4” global OFS and the China National Petroleum Corporation, that is positioned to successfully lead the post-business combination entity.

• Attractive Valuation.    The SPAC Board believed, that the $300 million implied valuation for GOWell relative to current valuations experienced by selected companies is favorable for SPAC and its shareholders.

• Opinion of SPAC’s Financial Advisor.    The SPAC Board also reviewed the financial analysis and oral opinion delivered by Newbridge to the SPAC Board on October 13, 2025 (which was subsequently confirmed in writing) to the effect that, as of such date and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Newbridge as set forth in its written opinion, (i) the Initial Merger Consideration to be paid by SPAC in the Merger pursuant to the Business Combination Agreement was fair, from a financial point of view, to the SPAC Unaffiliated Shareholders, and (ii) the Transaction has an aggregate fair market value of at least 80.0% of the value of the assets held by SPAC in its Trust Account (excluding deferred underwriting fees and taxes payable on income earned on the Trust Account) at the time the Business Combination Agreement was signed, as more fully described in “The Business Combination — Opinion of SPAC’s Financial Advisor.”

In the course of its deliberations, the SPAC Board considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including the below:

• Benefits Not Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

• Liquidation of SPAC. The risks and costs to SPAC if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in SPAC being unable to effect a business combination by the end of the completion window, and force SPAC to liquidate.

• Exclusivity. The fact that the Business Combination Agreement includes a provision that generally restricts SPAC from soliciting other business combination proposals, which limits SPAC’s ability, so long as the Business Combination Agreement is in effect, to consider other potential business combinations.

• Closing Conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within SPAC’s control, including obtaining SPAC Shareholder Approval, approval by Nasdaq of the initial listing application in connection with the Business Combination, and meeting the Minimum Cash Condition.

• Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

• External Risks. Economic downturns and political and market conditions beyond GOWell’s control could adversely affect its business, financial condition, results of operations and prospects.

• Fees and Expenses. The fees and expenses associated with completing the Business Combination.

• Exchange Listing. The potential inability to list PubCo’s securities on Nasdaq or another national securities exchange in connection with the Closing or to maintain the listing of PubCo’s securities on a national securities exchange following Closing.

• Interests of Certain Persons. The SPAC Board was aware that the Sponsors and SPAC’s officers and directors may have interests in the Business Combination that are in addition to, and that may be different from, the interests of the SPAC Unaffiliated Shareholders. For instance, the Sponsors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to such shareholders. Such interests are described in more detail under

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the section “The Business Combination — Interests of Certain SPAC Persons in the Business Combination.” The SPAC Board took several steps to mitigate these potential conflicts of interest, including requiring the Audit Committee to approve the Business Combination. The SPAC Board also engaged Newbridge to render an opinion to the effect that (i) the Initial Merger Consideration to be paid by SPAC in the Merger pursuant to the Business Combination Agreement was fair, from a financial point of view, to the SPAC Unaffiliated Shareholders, and (ii) the Transaction has an aggregate fair market value of at least 80.0% of the value of the assets held by SPAC in its Trust Account (excluding deferred underwriting fees and taxes payable on income earned on the Trust Account) at the time the Business Combination Agreement was signed.

• Public Shareholders Will Have a Minority Ownership Interest in PubCo. The fact that current Public Shareholders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination and, as a result, such Public Shareholders will collectively own a minority interest in PubCo after the Closing. As redemptions increase, the overall percentage ownership and voting percentage held by the Sponsors, GOWell Shareholder and Closing PIPE Investor will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. Having a minority ownership interest may reduce the influence that current Public Shareholders have on the management of PubCo. For more information, see “The Business Combination — Projected Ownership of PubCo Post-Closing” and “Dilution”.

• Absence of Possible Structural Protections for Minority Shareholders. The Business Combination does not require approval of a majority of unaffiliated securityholders, and the SPAC Board did not retain an unaffiliated representative to act solely on behalf of unaffiliated securityholders for purposes of negotiating the terms of the Business Combination or to prepare a report concerning the approval of the Business Combination.

• Other Risks. Various other risks associated with the Business Combination, the business of SPAC and the business of GOWell described under the section entitled “Risk Factors.”

In recommending the Business Combination to the SPAC Shareholders, the SPAC Board considered each of the above factors along with Newbridge’s opinion described below under the heading “Opinion of SPAC’s Financial Advisor.”

The SPAC Board concluded that the potential benefits that they expected SPAC and its shareholders to achieve as a result of the Business Combination outweighed the potential negative factors associated with the Business Combination. Accordingly, the SPAC Board unanimously determined that the Business Combination Agreement and the Business Combination were advisable and in the best interests of SPAC and its shareholders.

Benefits and Detriments of the Business Combination and PIPE Investments

The following describes the potential benefits and detriments to certain groups of stakeholders in connection with the Business Combination and PIPE Investments:

• SPAC: The SPAC Board determined that the Business Combination presents an attractive business opportunity in light of a variety of factors, including but not limited to GOWell’s future business and financial condition and prospects, market opportunity, unique product offering, experienced management team and attractive valuation. The SPAC Board also reviewed the financial analysis and opinion of Newbridge to the effect that, as of October 13, 2025, subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Newbridge as set forth in its written opinion, (i) the Initial Merger Consideration to be paid by SPAC in the Merger pursuant to the Business Combination Agreement was fair, from a financial point of view, to the SPAC Unaffiliated Shareholders, and (ii) the Transaction has an aggregate fair market value of at least 80.0% of the value of the assets held by SPAC in its Trust Account (excluding deferred underwriting fees and taxes payable on income earned on the Trust Account) at the time the Business Combination Agreement was signed. The SPAC Board also considered the potential detriments of the Business Combination to SPAC, including the uncertainty of potential benefits of the Business Combination being achieved, macroeconomic risks, and the risks and costs to SPAC if the Business Combination is not achieved, including the risk that it may result in SPAC being unable to complete a business combination and force SPAC to liquidate. For more information, see “— The SPAC Board’s Reasons for the Approval of the Business Combination,” and various risks described under the section entitled “Risk Factors.”

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• New Sponsor: The New Sponsor expects to receive substantial consideration in the Business Combination, including: (i) 990,000 PubCo Ordinary Shares upon the exchange of 990,000 Founder Shares, which were initially purchased in the Sponsor Transaction for $1.31 per share, (ii) approximately 2,464,986 PubCo Preferred Shares (assuming $25,882,353 of Accrued Value which represents the Stated Value plus an assumed 12 months of PIK dividends, and using a Redemption Price of $10.50, representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026), (iii) 980,392 PubCo Warrants (which is calculated as the Stated Value, divided by the $12.00 conversion price, multiplied by 0.5) exercisable for 980,392 PubCo Ordinary Shares at an initial exercise price of $12.00, and (iv) its allocable portion of the Earnout Shares (not to exceed 6.25% of the aggregate Earnout Shares), in three tranches respectively, if PubCo and its subsidiaries achieve certain EBITDA targets following the Closing. The New Sponsor is also entitled to the repayment of any out-of-pocket expenses, advances or loans made by the New Sponsor, including $800,000 principal amount outstanding under the Sponsor Loan as of the date of this proxy statement/prospectus. For more information, see “— Compensation to be Received by the Sponsors and SPAC’s Officers and Directors in Connection with the Business Combination and Signing PIPE Investment.” The New Sponsor will only be able to realize a return on its equity in SPAC (which may be materially higher than the return realized by Public Shareholders) if SPAC completes a business combination. In addition, the New Sponsor faces potential detriments from the Business Combination, including the possibility of litigation challenging the Business Combination or the New Sponsor’s role in the Business Combination, and the risk that if the Business Combination is not achieved, SPAC may be unable to consummate a business combination and be forced to liquidate, resulting in the New Sponsor’s investment being worthless.

• SPAC Officers and Directors: In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain of SPAC’s officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo, and pursuant to the Business Combination Agreement, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to such persons as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up. The SPAC’s officers and directors are also entitled to the repayment of any out-of-pocket expenses, advances or loans made by them (of which there are none of the date of this proxy statement/prospectus). Accordingly, in the event that SPAC liquidates, the SPAC’s officers and directors may lose their entire investment. In addition, the SPAC directors face potential detriments from the Business Combination, including the possibility of litigation challenging the Business Combination or such directors’ roles in the Business Combination.

• Prior Sponsor: The Prior Sponsor expects to receive substantial consideration in the Business Combination, including (i) 2,028,750 PubCo Ordinary Shares upon the exchange of 2,028,750 Retained Shares, which were initially purchased prior to the IPO for $0.008 per share, and (ii) 150,000 PubCo Ordinary Shares upon the exchange of 125,000 Private Placement Units purchased for $10.00 per Unit in a private placement. In addition, the Prior Sponsor faces potential detriments from the Business Combination, including the possibility of litigation challenging the Prior Sponsor’s role in SPAC’s activities prior to the Sponsor Transaction, and the risk that if the Business Combination is not achieved, SPAC may be unable to consummate a business combination and be forced to liquidate, resulting in the Prior Sponsor’s investment being worthless.

• GOWell Shareholder: In reaching its decision to approve the Transactions, including the Business Combination, the GOWell Board consulted with GOWell’s management and advisors and considered a wide variety of factors, including the significant factors listed here as generally supporting its decision: greater liquidity for the GOWell Shareholder as well as increased access to capital and an expanded range of potential investors for GOWell as a public company; the synergies associated with anticipated cooperation between GOWell and Inflection Point team; enhanced institutional visibility and credibility, as well as increased public market awareness of GOWell and its business model; and the advantages of the Business Combination

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over a traditional IPO, including greater speed of execution and higher certainty of closing. The GOWell Board also considered a variety of risks and potentially negative factors, including the following: (i) the possibility that the Transactions may not be completed on the terms or the timeline contemplated by GOWell and SPAC, or at all; and the risk that any failure to complete the Transactions could itself negatively affect GOWell’s future business and financial results, including by diverting management attention and resources that have already been committed to the transaction process, impairing GOWell’s ability to pursue alternative financing or strategic opportunities, and creating uncertainty among GOWell’s customers, employees, and business partners that could adversely affect GOWell’s operations and competitive position; (ii) the risk that the completion of the Transactions could negatively affect GOWell’s future financial results and that GOWell may incur significant expenses and may not accurately forecast the financial impact of the completion of the Transactions, including unforeseen accounting charges, tax liabilities, or exposure to undisclosed contractual obligations or legal claims; and (iii) following the completion of the Transactions, the post-combination company will incur significant additional legal, accounting, and other expenses that GOWell did not incur as a private company. The requirements of being a public company, including compliance with the SEC’s requirements regarding internal control over financial reporting, may strain the post-combination company’s resources and divert management’s attention from GOWell’s core business operations and strategic priorities. GOWell’s management team may face significant challenges in adapting to the heightened regulatory, financial reporting, and investor relations demands of operating as a publicly listed company. Furthermore, if the future growth and operating performance of the post-combination company fail to meet investor or analyst expectations, this could make it difficult to evaluate the post-combination company’s current business and future prospects and could have a material adverse effect on GOWell’s future business, financial condition, and results of operations. The foregoing discussion of the factors considered by the GOWell Board is not exhaustive and is intended only to reflect the principal factors considered by the GOWell Board. In view of the wide variety of factors considered by the GOWell Board in connection with its evaluation of the Transactions and the complexity of these matters, the GOWell Board did not consider it practical to, and it did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. After considering the various potentially positive and negative factors, including the foregoing, the GOWell Board determined that, in the aggregate, the potential benefits of the Transactions outweigh the risks and uncertainties of the Transactions.

• SPAC Unaffiliated Shareholders: The unaffiliated Public Shareholders have the opportunity to evaluate and consider whether or not to redeem their Public Shares in connection with the consummation of the Business Combination. Non-redeeming Public Shareholders will have the opportunity to participate in the potential future growth of GOWell, but may face a number of potential detriments in connection with their continued investment, including the uncertainties and risks identified by the SPAC Board described more fully in “— The SPAC Board’s Reasons for the Approval of the Business Combination”, the various other risks associated with the Business Combination, the business of SPAC and the business of GOWell, as described further under the section entitled “Risk Factors,” the potential conflicts of interest described under “— Interests of Certain SPAC Persons in the Business Combination,” and the potential material dilution they may experience as described more fully in the section entitled “Dilution.” Redeeming Public Shareholders have the opportunity to receive their pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination including interest earned on the Trust Account (such interest shall be net of taxes payable), divided by the number of then issued Public Shares. However, redeeming Public Shareholders face the potential of not realizing any future growth in value of GOWell following the Business Combination.

Certain Projected Financial Information

GOWell does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. However, in connection with SPAC’s consideration of the Transactions and certain investors’ assessment of a potential investment in GOWell, GOWell provided its internally-derived forecasts for its operations to SPAC and such investors for use as a component of their overall evaluation of GOWell in October 2025. Those forecasts included certain performance metrics for 2025 and 2026 (the “GOWell Initial Projections”). The GOWell Initial Projections were also provided to Newbridge, which was

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authorized and directed by SPAC to use and rely upon the GOWell Initial Projections in connection with the rendering of its Fairness Opinion. In April 2026, due to developments observed since March 2026 and discussed below, GOWell’s management determined that the GOWell Initial Projections no longer represented management’s reasonable view on GOWell’s future financial performance. Following discussions of these developments with GOWell Board, its financial advisors and SPAC, GOWell management reassessed its business plan and reviewed GOWell’s preliminary results for the year ended December 31, 2025. Based on that reassessment and review, GOWell management determined that it was appropriate to update its unaudited prospective financial information and, accordingly, updated its projections on April 13, 2026 (the “GOWell Updated Projections,” together with the GOWell Initial Projections, the “GOWell Projections”). The GOWell Initial Projections estimate revenue of approximately $51.6 million and $80.2 million for the years ended December 31, 2025 and 2026, respectively, while the GOWell Updated Projections estimate revenue of approximately $47.0 million for the year ended December 31, 2025 and a range of $60.0 – $68.0 million for the year ended December 31, 2026. The GOWell Initial Projections and the GOWell Updated Projections are each presented below; however, the GOWell Updated Projections supersede the GOWell Initial Projections in all respects. The continued inclusion of the GOWell Initial Projections in this proxy statement/prospectus should not be deemed an admission or representation by SPAC or its affiliates, officers, directors, advisors or other representatives or any other person that they considered, or considers, it to be material information of GOWell, particularly in light of the inherent risks and uncertainties associated with such forecasts. Based on the circumstances described above, neither the SPAC Board nor SPAC’s management team continues to rely on the GOWell Initial Projections herein. The summary of the GOWell Initial Projections included herein is not being included in this proxy statement/prospectus in order to influence any public shareholder’s decision or to induce any public shareholder to vote in favor of any of the proposals at the extraordinary general meeting, but is being provided solely because, as required under applicable law, it was made available to the SPAC Board in connection with SPAC’s consideration of the Transactions.

The GOWell Projections were prepared solely for internal use and not with a view toward public disclosure or compliance with the published guidelines of the SEC regarding projections or compliance with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In the view of GOWell’s management, the GOWell Projections were prepared on a reasonable basis and reflected the then current information reasonably available to GOWell’s management with respect to the expected future financial performance of GOWell.

Certain of the measures included in the GOWell Projections may be considered non-IFRS financial measures. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by GOWell may not be comparable to similarly titled amounts used by other companies. Financial measures included in forecasts (including the GOWell Projections) provided to a financial advisor are excluded from the definition of “non-IFRS financial measures” under the rules of the SEC if and to the extent such financial measures are included in the forecasts provided to the financial advisor for the purpose of rendering an opinion that is materially related to a business combination transaction and the forecasts are being disclosed in order to comply with the SEC rules or requirements under state or foreign law, including case law regarding disclosure of the financial advisor’s analyses. Therefore, the GOWell Projections are not subject to the SEC rules regarding disclosures of non-IFRS financial measures, which would otherwise require a reconciliation of a non-IFRS financial measure to an IFRS financial measure. Reconciliations of non-IFRS financial measures were not relied upon by Newbridge for purposes of its opinion to the SPAC Board, or by the SPAC Board in connection with its consideration of the Transaction. Accordingly, no reconciliation of the financial measures included in the GOWell Projections is provided.

The GOWell Projections are not included in this proxy statement/prospectus to induce any shareholders to vote in favor of any of the proposals presented at the extraordinary general meeting and should not be regarded as an indication that SPAC, GOWell, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The GOWell Projections are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments. The GOWell Projections are not facts and should not be viewed as being necessarily indicative of future results, and readers of this proxy statement/prospectus, including investors or holders, are cautioned not to place undue reliance on this information in making a decision regarding the transaction, as actual results may differ materially from the GOWell Projections.

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The primary assumptions made in connection with the GOWell Projections are discussed below, but you should note that the GOWell Projections reflect numerous assumptions, including general business, economic, market, regulatory and financial conditions, competitive uncertainties, operational assumptions and other future events, in addition to matters specific to GOWell’s business, all of which are difficult to predict and many of which are beyond GOWell’s and SPAC’s control, such as assumptions with respect to the consummation of the Business Combination, and the other risks and uncertainties contained in the sections titled “Risk Factors,” “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements.” Accordingly, the GOWell Projections are inherently subject to significant uncertainties and contingencies, many of which are beyond GOWell’s and SPAC’s control. There will be differences between actual and projected results. Furthermore, the GOWell Projections do not take into account any circumstances or events occurring after the dates they were prepared, respectively.

GOWell has not made, and does not intend to make, any representations or warranties regarding the accuracy, reliability, appropriateness or completeness of the GOWell Projections to anyone, including SPAC. None of GOWell or its board of directors, officers, management or any other representative of GOWell has made or makes any representation to any person regarding GOWell’s ultimate performance compared to the information contained in the GOWell Projections.

Although presented with numerical specificity, the GOWell Initial Projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of GOWell’s management including:

• Projected revenues included in the GOWell Initial Projections were based on numerous assumptions specifically considered for GOWell’s different revenue streams, namely equipment sales, equipment leases and services. The revenues for the remainder of 2025 and through the end of 2026 were based upon the detailed business plan provided by the sales organization. This plan is based upon the specific projects and budgets that have been communicated to GOWell by our customers. The plan is prepared by country, by customer, and by product family. Therefore the assumptions involved were the judgement of the local sales team in terms of the probability that a project would occur and the probability that we would be awarded the order in favor of competitors. These judgements were made based upon personal relationships, knowledge of the local market, including the competitive landscape. Additionally, customers also perform an annual business plan exercise and communicate their expected need for the equipment that we provide.

• The 2026 revenue forecast includes a major contract for TurkmenGas (“TG”, a Turkmenistan government entity). The project includes cased-hole, equipment, open-hole equipment and software. Approximately $2.8 million of the total $18.9 million project was delivered, and the related revenue was recognized in the fourth quarter of 2025. Therefore, we expect to recognize revenue for this project of approximately $16.1 million in 2026, which represents an approximately $13.3 million of incremental revenue from the project in 2026 compared to 2025. The TG contract is the largest value project in the Company’s history and this is the primary contributor to the record high backlog value at September 30, 2025. The recent Backlog values are presented in our key operating and financial metrics on page 189. The Company believes that we are in a strong position to compete for projects of this magnitude due to the breadth of cased-hole, open-hole, and software products, which has been expanded over the last three years. Furthermore, we are currently preparing to tender in 2026 for a new TG project expected at a similar scope and value, to our current project that is in process of being fulfilled. The Company has a line of sight to tenders for projects with an aggregate value of approximately $90 million that are expected to be awarded in the next several years. This project pipeline represents a significant increase over our previous large project pipeline values. We have tendered, are preparing to tender, or are in active discussions regarding several of these projects. However, prior success in competitive tender processes of the Company is not indicative of, and does not guarantee, success in future tenders or procurement opportunities.

• Equipment sales revenue:    In our equipment sales line, GOWell supplies wireline logging equipment to service companies that seek competitively priced yet reliable products through one-time purchases. GOWell’s annual equipment sales can be “lumpy” depending on market conditions which drive our customers capital spending budgets. The timing of projects awarded to our customers also drives the timing of their need for new equipment from GOWell. Budget constraints and project timing may delay orders which we have in our forecasts. These planned orders may be cancelled or lost to competitors however they often are delivered by the Company but in a future month or quarter than the original forecast.

• Equipment leases revenue:    In the leasing line, we lease wireline logging tools on a monthly or annual basis, allowing customers to access advanced equipment without incurring significant upfront capital expenditures. Typical leasing arrangements include: (1) per-job leases, under which tools are returned

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following completion of one or more jobs; (2) daily leases, under which tools are returned after a specified number of days; (3) monthly leases, under which tools are returned after an agreed number of months, with a minimum three-month period required for tools deployed outside the jurisdiction where we operate; (4) yearly leases, available only under contract; (5) revenue-share leases, under which the client pays a percentage of the payments received from the end user; and (6) revenue-share hybrid leases, under which a minimum monthly fee applies if revenue-share payments fall below an agreed threshold. Leasing arrangements may be made pursuant to either a purchase order or a standard written contract, depending on the customer’s location, size, and level of sophistication. Lease prices vary by region, usage, and tool availability. The lease revenues have historically been more stable, less lumpy, than the equipment sales and therefore easier to forecast based on the installed fleet of equipment in the possession of our customers, and the recent revenue trends. Although leases may have monthly rental periods, the same equipment will often remain with the customer for several months if not years. The customers authorization requirements dictate that we may receive a new PO each month even though the intention is for our equipment to comprise or augment their fleet of tools to fulfil ongoing market requirements. Importantly, our newest technologies, i.e., ePDT, DEC, MPAC, and TTCE tools, are only leased and not sold to customers. This enables us to protect our intellectual property, to adjust pricing more often, and to maximize GOWell’s return on investment. The Company tries to maintain a sufficient inventory of tools to meet customer demand by performing annual reviews of our leasing fleet.

• Service revenues:    As service companies face increasing constraints on capital investment, our leasing model provides them with an efficient and scalable alternative to ownership. Our logging data interpretation services integrates proprietary software with the expertise of our global geoscience team to deliver continuous quality control, data processing, and professional interpretation reports. While we offer tailored training for clients wishing to perform their own analysis, we retain exclusive in-house interpretation for our newest technologies, i.e., ePDT, DEC, MPAC, and TTCE tools, to ensure the accuracy of final interpretations. In addition, we provide 24/7 repair and maintenance services through local teams in Houston, Dubai, Jakarta, Airdrie (Calgary metro area), and Stavanger. We prioritize rapid remote troubleshooting to minimize downtime, while also offering on-site engineering support and facility repairs upon request. Our service revenues are closely aligned with the leasing business. Therefore, a historical percentage of services was applied based upon equipment lease revenue forecast.

• Cost of Sales:    For the projection period the estimated gross margin percentage for 2025 was based upon the preliminary interim financials for the nine months ended September 30, 2025 and the fourth quarter estimate based upon the detailed sales forecast. The gross margin assumption for future years was based upon the historical averages by product family and therefore affected by the revenue mix between sales, leases, and services, included in the 2026 business plan.

• SG&A Expenses:    Selling & Marketing, General & Administrative, and R&D expenses were projected based on the analysis of expenses for the nine months ended September 30, 2025 and the headcount additions planned during 2026. The SG&A expenses for future years were based upon the historical SG&A percentage of revenue.

• Other/Tax Expenses:    Other expenses were negligible for the forecast period, consistent with the 2023-2024 audit figures. Income tax expense was projected at the 17% statutory tax rate utilized in footnote 16. Income Taxes in the 2023-2024 audited financial statements of GOWell.

The GOWell Updated Projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of GOWell’s management including:

• Projected revenues included in the GOWell Updated Projections were based on numerous assumptions specifically considered for GOWell’s different revenue streams, namely equipment sales, equipment leases and services. The estimated revenues for 2025 were based upon the preliminary audit results. The forecast for 2026 was based upon the annual business plan, which was updated based on information available as of the forecast date. This business plan is based upon the specific projects and budgets that have been communicated to GOWell by our customers. The plan is prepared by country, by customer, and by product family. These near-term estimates, not multi-year assumptions, involved the judgement of the local sales team in terms of the probability that a project would occur and the probability that we would be awarded the order in favor of competitors. These judgements were made based upon personal relationships, knowledge

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of the local market, including the competitive landscape. Additionally, customers also perform an annual business plan exercise and communicate their expected need for the equipment that we provide. The 2026 revenue forecast range was decreased in the GOWell Updated Projections as compared to the GOWell Initial Projections due to both the Iran conflict and the timing of our major project deliveries.

• GOWell’s management believes the Iran conflict results in a short-term reduction in activity until the conflict is resolved. The mid-term effect of the conflict is expected to be favorable to GOWell’s activity level due to the work that will be required to bring the shut-in wells back online. Additionally, while the wells are offline, the operators may choose to perform preventative maintenance and production enhancement projects. This increased activity may occur during the shut-in or added to the project scope for restarting the production.

• The revenues estimates related the commercialization of our new technology have not changed materially. TTCE commenced commercial revenue as planned in the second quarter of 2026. We anticipate that MPAC will begin generating commercial revenue in the second half of 2026, as planned.

• A portion of the revenues related to our recently expanded scope for capital sales, have shifted from 2026 and into 2027. This business line includes an expanded scope of cased-hole, open-hole, and data analytics software. The expanded scope and magnitude of these projects results more complex project execution. Accordingly, the average cycle time for revenue has increased to about 18-24 months. Additionally, these timelines may be unfavorably impacted by the Iran conflict.

• We have been awarded the second major contract under the capital sales business line, however due to competitive challenges to our award, the contracting period for this project has been extended. GOWell prevailed in capturing this market share despite the best efforts by certain competitors to invalidate the award. As a result, this project is now unlikely to be delivered in 2026.

• GOWell’s management notes the recent project awards and believes the company is competitively positioned for the capital sales projects currently under discussion. GOWell has been awarded each of the two major tenders that it has pursued to date under its capital sales business line. Based on management’s assessment of current opportunities, GOWell believes it is competitively positioned with respect to several additional contracts that are expected to be awarded in the near term. However, there can be no assurance that GOWell will be successful in obtaining any future contract awards. While certain anticipated revenues have shifted to later periods, GOWell has not lost any targeted project awards, and its pipeline of targeted capital sales opportunities has continued to expand. As GOWell continues to develop and scale its capital sales business line, management expects to gain greater visibility into its sales pipeline, the timing of project awards, and the anticipated delivery schedules associated with such projects.

• Other than these timing shifts in our revenue estimates, there have not been any material changes to our estimates for gross profit margins or SG&A costs.

GOWell believes that the assumptions relating to the GOWell Projections were reasonable at the time the GOWell Projections were prepared, given the information GOWell had at the time. Further, GOWell has affirmed to SPAC that the GOWell Updated Projections, rather than the GOWell Initial Projections, reflect the view of GOWell management about its future financial performance as of August 11, 2026. The GOWell Updated Projections reflect two specific, identified developments that arose after the preparation of the GOWell Initial Projections: (i) the near-term operational impact of the ongoing Iran conflict on certain of GOWell’s markets, which management believes has resulted in a short-term reduction in activity levels but which is expected to create favorable mid-term demand as shut-in wells are brought back online; and (ii) timing shifts in certain capital sales project deliveries, which management views as a deferral of revenue into future periods rather than a loss of contracted business, as GOWell has not lost any project awards. For these reasons, GOWell management views the reduction reflected in the GOWell Updated Projections as representing the effect of near-term, identifiable factors rather than a fundamental change to GOWell’s long-term business outlook or competitive positioning.

However, important factors may affect actual results and cause the GOWell Updated Projections to not be achieved. Such factors include, but are not limited to, risks and uncertainties relating to the businesses of GOWell (including, among other things, its ability to achieve strategic goals, objectives and targets, its ability to execute product development and delivery plans, its ability to maintain and strengthen its brand, in each case, over applicable periods), industry performance, the competitive environment, changes in technology, general business and economic conditions and other factors described or referenced under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking

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Statements.” The GOWell Updated Projections also reflect assumptions as to certain business strategies or plans that are subject to change. Assumptions underlying the GOWell Updated Projections may prove to not have been, or may no longer be, accurate. As a result, the inclusion of the GOWell Updated Projections in this proxy statement/prospectus should not be relied on as “guidance” or otherwise indicative or predictive of actual future events. The GOWell Updated Projections may not be realized, and actual results may be significantly higher or lower than projected in the GOWell Updated Projections or otherwise differ materially from the GOWell Updated Projections. For all of these reasons, the forward-looking financial information described below and the assumptions upon which they are based (i) are not guarantees of future results, (ii) are inherently speculative, and (iii) are subject to a number of risks and uncertainties, and readers of this proxy statement/prospectus are cautioned not to rely on them. See “Risk Factors — The projections and forecasts presented in this proxy statement/prospectus were prepared before the date of this proxy statement/prospectus and were based on assumptions that may not prove, or have already not proved to be an indication of the actual results of the Business Combination or PubCo’s future results.”

The GOWell Projections are forward-looking statements that are based on growth assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond GOWell’s control. GOWell has not warranted the accuracy, reliability, appropriateness or completeness of the forecasts to anyone, including Newbridge. Neither GOWell’s management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of GOWell compared to the information contained in the GOWell Projections. Accordingly, the GOWell Projections should not be looked upon as “guidance” or “fact” of any sort and should not be viewed as being necessarily indicative of future results. We do not plan to refer back to the GOWell Projections in our future reports filed under the Exchange Act.

The GOWell Projections were prepared by, and are the responsibility of, GOWell’s management. No financial projections and assumptions were separately prepared by SPAC management, but SPAC’s management and advisors reviewed the GOWell Projections and underlying assumptions provided by GOWell. Neither Marcum Asia CPAs LLP, GOWell’s independent registered public accounting firm, nor Bush & Associates CPA LLC, SPAC’s independent registered public accounting firm, have reviewed, examined, compiled or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim association with, the information. The report of Marcum Asia CPAs LLP included in this proxy statement/prospectus relates to GOWell’s historical audited consolidated financial statements and does not extend to the unaudited prospective financial information and should not be read to do so.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS (INCLUDING A REGISTRANT’S RESPONSIBILITY TO MAKE FULL AND PROMPT DISCLOSURE AS REQUIRED BY SUCH FEDERAL SECURITIES LAWS), NONE OF PUBCO, GOWELL OR SPAC INTENDS TO MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISION TO THE GOWELL PROJECTIONS. NEITHER THE GOWELL INITIAL PROJECTIONS NOR THE GOWELL UPDATED PROJECTIONS TAKE INTO ACCOUNT ANY CIRCUMSTANCES OR EVENTS OCCURRING AFTER THE RESPECTIVE PREPARATION DATES OF THE GOWELL PROJECTIONS, WHICH WERE OCTOBER 5, 2025 AND APRIL 13, 2026, RESPECTIVELY. READERS OF THIS PROXY STATEMENT/PROSPECTUS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE GOWELL PROJECTIONS SET FORTH BELOW, AS SUCH FINANCIAL INFORMATION MAY BE MATERIALLY DIFFERENT THAN ACTUAL RESULTS. NONE OF PUBCO, GOWELL OR SPAC OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, ADVISORS OR OTHER REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY SPAC SHAREHOLDER, ANY GOWELL SHAREHOLDER OR ANY OTHER PERSON REGARDING ULTIMATE PERFORMANCE COMPARED TO THE INFORMATION CONTAINED IN THE GOWELL PROJECTIONS OR THAT FINANCIAL AND OPERATING RESULTS WILL BE ACHIEVED. ACCORDINGLY, THE GOWELL PROJECTIONS SHOULD NOT BE LOOKED UPON AS “GUIDANCE” OF ANY SORT. PUBCO DOES NOT INTEND TO REFERENCE THESE FINANCIAL PROJECTIONS IN ITS FUTURE PERIODIC REPORTS FILED UNDER THE EXCHANGE ACT.

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GOWell Initial Projections

The following table sets forth a summary of the material elements of the GOWell Initial Projections and the Fairness Opinion DCF Calculations that SPAC’s management reviewed with the SPAC Board:

GOWell Income Statement $000		Projected 2025				Projected 2026
Revenue			52,621				80,203
COGS			(18,732	)			(30,757	)
Gross Profit			33,889				49,446
Total SG&A			(21,440	)			(22,562	)
Operating Profit			12,449				26,884
Total Other Income (Expense)			34				53
Taxable Income			12,483				26,937
Tax			(2,172	)			(4,687	)
Net Profit			10,311				22,250
Depreciation and amortization			5,483				6,088
EBITDA			18,017				33,057
Adjustments			2,937				1,715
Adjusted EBITDA		$	20,954			$	34,772

GOWell Income Statement $000		Projected 2025		Projected 2026
Reported EBITDA		18,017		33,057
Extraordinary Expenses
Professional Fees		635		500
New Mfg/Startup		2,302		1,215
Total Adjustments		2,937		1,715
Adjusted EBITDA		20,954		34,772

GOWell Updated Projections

($ Million)		Projected 2025				Projected 2026 (lowest)				Projected 2026 (highest)
Revenue		$	47.0			$	60.0			$	68.0
Gross Profit		$	27.9			$	36.5			$	42.0
Gross Profit Margin %			59.4	%			60.8	%			61.8	%
Adjusted EBITDA		$	17.8			$	25.0			$	29.6
Adjusted EBITDA Margin %			37.9	%			41.7	%			43.5	%

GOWell’s management prepared the GOWell Initial Projections and the GOWell Updated Projections on October 5, 2025, and April 13, 2026, respectively, for the years ended December 31, 2025 and December 31, 2026 by assessing GOWell’s then current business and the quickly evolving nature of GOWell’s industry. GOWell’s audited financial results for the year ended December 31, 2025 are included elsewhere in this proxy statement/prospectus. Accordingly, the 2025 figures presented in both the GOWell Initial Projections and the GOWell Updated Projections are included for historical context only, and investors should refer to GOWell’s audited consolidated financial statements for GOWell’s actual financial performance for that period. In developing the GOWell Projections, numerous significant assumptions were made with respect to GOWell’s business through the year ending December 31, 2026, including the assumed completion of the Business Combination in the third quarter of 2026 with proceeds from the Trust Account and from the Closing PIPE Investment to help implement GOWell’s growth strategy after the Business Combination. Similarly, costs projected at the time were made based on the best information available to GOWell’s management at the time.

The statement “the quickly evolving nature of GOWell’s industry” refers to numerous events and industry changes that have shifted activity, attention, and focus to the cased hole logging market over the past 10 years with specific changes happening post-covid with the acceleration of energy transition initiatives.

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Shift from Deepwater drilling to production optimization

Prior to 2014 and the downward cycle in oil prices driven by increasing capacity of shale gas and oil from the US, the industry was focused on large deepwater exploration and development projects, offshore field extensions and exploration and the drilling of tens of thousands new wells per year. After the shale oil production increase, the industry shifted their focus from drilling activity to more production related activities to secure more oil and gas from their existing asset base. This shift required increase well integrity and production logging technology to be deployed and give operators more visibility into their older assets and ability to extract additional production.

Increasing regulatory requirements for well integrity

In this same period, we have seen much more focus by regulators and operators to ensure that the oil and gas assets are environmentally secure and that any issues with a well are identified and cured before issues like BP Macondo1 or Aliso Canyon Gas Storage2 leak are not repeated. This increase in well integrity scrutiny matches our strategic vision to provide highly accurate equipment that can diagnose these issues. For further details on the regulatory landscape, please see the section titled “Changing Regulatory Landscape” on page 191.

Aging Infrastructure

The rising number and average age of the existing well stock, coupled with the cost of new well construction, is driving greater demand for cased-hole and well integrity logging. The number of new wells in the world has declined in the past 10 years and more attention is being given to the maintenance and abandonment of aging wells, especially in the mature production regions such as the Middle East and the U.S. Particularly, in the U.S., the number of operating wells over twenty years old continues to increase, according to the U.S. Energy Information Administration. With appropriate management, aging wells offer the opportunity to increase ultimately recoverable reserves, however aging wells also require more frequent and sophisticated integrity testing equipment to assess corrosion, pressure, temperature, and overall system health. This aging profile is creating sustained demand for advanced integrity evaluation tools to ensure safe, efficient, and extended well lifespans.

End of life Plug and Abandonment

All wells ultimately need to be permanently sealed and surface infrastructure removed, a process termed Plug and Abandonment (“P&A”). A critical part of P&A activity is the final evaluation of well integrity to select the most appropriate method for P&A. The number of wells that have reached their useful life and are waiting to for P&A is growing and pressure has been mounting on the Oil and Gas companies to accelerate this work.

Market Re-entry

A number of countries that have had oil and gas production in the past but have seen that production slow or stop due to war, political sanctions, or lack of investment is significant. As of the date of this proxy statement/prospectus, the re-emergence of Venezuela, Libya, and Syria all require significant well intervention efforts to bring this production online. In many cases a well integrity inspection will be one of the first operations that will need to be done to ensure these wells can be brought back online safely.

The GOWell Initial Projections were prepared to provide the SPAC management team and the SPAC Board with an outlook for GOWell’s revenue path over the two-year period and to identify critical resources necessary to grow revenue from key markets. The two-year forecast period was selected because GOWell’s management believed this period supported primarily forecasts continuing work with its existing client base before accounting for expansion in new markets, which is more difficult to predict. This two-year forecast period allowed GOWell’s management to consider trends based on more recent data, which GOWell’s management believed to be more representative of current market conditions.

____________

1 On April 20, 2010, the oil drilling rig Deepwater Horizon, exploded and sank in the Gulf of Mexico (rebranded Gulf of America in the US), resulting in the death of 11 workers and the largest spill of oil in the history of marine oil drilling operations. See Deepwater Horizon — BP Gulf of America Oil Spill|US EPA (last updated: April 23, 2025, access in March 2026.

2 The Aliso Canyon Natural Gas Storage Facility located close to Los Angeles is the largest natural gas storage facility where, in October 2015, crews discovered a leak which consequently became a full blow out in a matter of days. Eight well kill attempts were made and finally successful in February 2016. More than 8,000 households were relocated due to the disaster. See Background on Aliso Canyon and Actions to Date, accessed in March 2026.

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EBITDA is defined as net profit excluding results from non-operating sources including interest and other (income) expenses, depreciation, and amortization expenses. Adjusted EBITDA is defined as EBITDA excluding non-recurring or unusual charges that are not expected to occur in the normal course of future operations, as determined by management. Adjusted EBITDA was included in the GOWell Projections to show the effect of these items on operating performance. The most directly comparable IFRS financial measure is net profit. Non-recurring and unusual charges included in Adjusted EBITDA calculation are or will include the following:

1. Professional fees for audit, consulting, valuation, legal, consulting and tax advisory, financial advisory services related to the de-SPAC process and make-ready to be public. These professional fees will include the services to restructure the operating companies under the Singapore Headquarters and Cayman holding company, and to restructure the China legal entities and the global manufacturing supply chain.

2. New manufacturing location start-up and transition costs, including implementation of a new manufacturing ERP system, to diversify the supply chain and manufacturing from Xi’an Gewei to entities that will be directly or indirectly held by PubCo following the consummation of the Business Combination.

3. Income or expense relating to the changes in fair value of assets and liabilities remeasured to fair value on a recurring basis, expense related to costs associated with mergers, acquisitions, divestitures and capital raising activities, legal, tax and regulatory reserves or settlements. Significant non-ordinary course asset impairment charges and, to the extent applicable, any impact of discontinued operations, restructuring charges, and other gains and losses on operating assets, as well as stock-based compensation costs.

4. Significant non-cash expenses such as insurance run-off period/tail coverage policy or amortized insurance costs.

5. Going public and de-SPAC costs, including legal, tax, financial advisory fees, and the other de-SPAC costs incurred by both the SPAC and GOWell.

As described above, the GOWell Initial Projections and GOWell Updated Projections were based on GOWell’s estimates and assumptions as of October 5, 2025 and April 13, 2026, respectively, concerning the various factors noted above, which were subject to significant risks and uncertainties. GOWell’s actual results through the period covered by the GOWell Projections may differ materially from the GOWell Projections. Accordingly, you are cautioned not to place undue reliance on the financial projections set out above in making a decision regarding the Business Combination. For further information, see the section titled “Risk Factors.”

The GOWell Projections formed only a part of the diligence undertaken by SPAC’s management and the SPAC Board in connection with the approval of the Business Combination and the SPAC Board’s recommendation to the SPAC Shareholders. The GOWell Projections were only some of several inputs in the evaluation of the Business Combination that were considered by the SPAC Board. In light of the number and variety of factors considered by the SPAC Board, the SPAC Board did not consider it practicable to and did not attempt to quantify or otherwise assign relative weights to any of the foregoing inputs and based its decision on all of the information available and the factors presented to and considered by it.

At the time of the approval of the Business Combination, the SPAC Board was fully aware of the subjective nature of the GOWell Initial Projections, and the fact that the GOWell Initial Projections reflect numerous assumptions including, but not limited to, general market conditions, operational costs and regulatory changes. The SPAC Board was also aware that the GOWell Initial Projections did not provide a guarantee of GOWell’s ultimate performance as GOWell has not made and does not intend to make representations or warranties regarding the accuracy, reliability, appropriateness, or completeness of the GOWell Initial Projections to anyone. As discussed elsewhere in this proxy statement/prospectus, the GOWell Projections represented only one of the various factors considered by the SPAC Board in approving the Business Combination and recommending that SPAC Shareholders approve the transaction, and the SPAC Board did not place an undue reliance on the GOWell Projections. Other inputs considered by the SPAC Board are described in the section of this proxy statement/prospectus titled “The Business Combination — SPAC’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Opinion of SPAC’s Financial Advisor

SPAC retained Newbridge to act as its financial advisor in connection with entering into a Business Combination Agreement. Newbridge, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions

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of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. SPAC selected Newbridge to act as its financial advisor in connection with entering into a Business Combination Agreement on the basis of Newbridge’s experience in similar transactions and its reputation in the investment community.

On October 13, 2025, at a meeting of the SPAC Board held to evaluate the Business Combination Agreement, Newbridge delivered to the SPAC Board a presentation, which was confirmed by delivery of a written opinion, dated October 13, 2025, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its written opinion, that each of (i) the Initial Merger Consideration to be paid by SPAC in the Business Combination is fair, from a financial point of view, to the SPAC Unaffiliated Shareholders (defined as SPAC’s shareholders other than (A) the Prior Sponsor, (B) the New Sponsor, (C) officers, directors or affiliates of SPAC, the Prior Sponsor or the New Sponsor, (D) holders of Public Shares who elect to redeem their Public Shares prior to or in connection with the Business Combination, and (E) holders of SPAC Dissenting Shares (as defined in the Business Combination Agreement) and (ii) the Business Combination has an aggregate fair market value of at least eighty percent (80.0%) of the value of the assets held by SPAC in its Trust Account for the benefit of holders of SPAC’s Public Shares (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the Business Combination Agreement.

The full text of Newbridge’s written opinion to the SPAC Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex M hereto and is incorporated by reference herein in its entirety. The following summary of Newbridge’s opinion is qualified in its entirety by reference to the full text of the opinion. Newbridge delivered its opinion to the SPAC Board for the benefit and use of the SPAC Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Business Combination Agreement from a financial point of view. Newbridge’s opinion also does not address the relative merits of the Business Combination Agreement as compared to any alternative business strategies or transactions that might exist for SPAC, or the underlying business decision of SPAC whether to proceed with those business strategies or transactions.

In connection with rendering its opinion, Newbridge, among other things:

• considered general economic, market and financial conditions as well as Newbridge’s experience in connection with similar transactions, and business and securities valuations generally;

• reviewed documents related to the Business Combination, including a draft of the Business Combination Agreement materially the same as the final Business Combination Agreement;

• reviewed SPAC’s publicly available last two fiscal quarters of historical financial results, (Q1-2025 – Q2-2025);

• reviewed publicly available financial information of SPAC filed with the U.S. Securities & Exchange Commission, including its Form 10-Ks and 10-Qs, and certain reports on material events filed on Forms 8-K between February 13, 2025, through October 10, 2025;

• conducted discussions with SPAC’s management team to better understand GOWell’s recent business history;

• conducted discussions with GOWell’s management team to better understand its business, recent business history, reviewed its corporate presentation, drivers of future growth, and near-term financials;

• reviewed GOWell’s projected revenue, net profit, EBITDA, adjusted EBITDA, and margin for 2025, 2026, and last 12 months second quarter 2026, prepared by GOWell management;

• performed a public company comparable analysis of similar companies to GOWell, which included variables such as companies trading on a U.S. Stock Exchange, and companies that have businesses in either the “Oil & Gas Equipment and Services” or “Industrial Software” sectors to attain the Q2-2026E Enterprise Value/Revenue multiples and the Enterprise Value/EBITDA multiples; and

• performed an M&A transaction comparable analysis of similar companies to GOWell that operate globally, and operate in either the “Oil & Gas Equipment and Services” or “Industrial Software” sectors, to derive certain implied historical Enterprise Value/Revenue multiples and Enterprise Value/EBITDA multiples.

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In conducting its review and arriving at its opinion, Newbridge did not independently verify any of the foregoing information and Newbridge assumed and relied upon such information being accurate and complete in all material respects, and Newbridge further relied upon the assurances of management of SPAC that they are not aware of any facts that would make any of the information reviewed by Newbridge inaccurate, incomplete or misleading in any material respect. In addition, Newbridge has not assumed any responsibility for any independent valuation or appraisal of the assets or liabilities, including any ongoing litigation and administrative investigations, if any, GOWell, nor has Newbridge been furnished with any such valuation or appraisal. In addition, Newbridge has not assumed any obligation to conduct, nor has it conducted any physical inspection of the properties or facilities of GOWell.

Given SPAC’s nature as a special purpose acquisition company, for purposes of its Opinion and with SPAC’s consent, Newbridge assumed a Redemption Price of $10.15 per share when determining the Exchange Ratio, which is based on SPAC’s approximate cash in the Trust Account per outstanding Public Share as of June 30th, 2025. In rendering its Opinion, Newbridge did not express any view or opinion as to what the value of the Initial Merger Consideration will be when issued pursuant to the Business Combination or the price or range of prices at which the SPAC or PubCo securities may trade or otherwise be transferrable at any time before or after announcement or consummation of the Business Combination.

The issuance of Newbridge’s opinion was approved by an authorized internal committee of Newbridge. Newbridge’s opinion is necessarily based on economic, market and other conditions as they exist and can be evaluated on, and the information made available to it on, the date thereof. Newbridge expressed no opinion as to the underlying valuation, future performance or long-term viability of SPAC, GOWell, PubCo and their successors. Further, Newbridge expressed no opinion as to what the value of the SPAC Ordinary Shares actually will be when the Business Combination Agreement is consummated or the prices at which SPAC Ordinary Shares or PubCo Ordinary Shares will trade at any time. It should be understood that, although subsequent developments may affect Newbridge’s opinion, Newbridge does not have any obligation to update, revise or reaffirm its opinion and has expressly disclaimed any responsibility to do so.

The following represents a brief summary of the material financial analyses reviewed by the SPAC Board and performed by Newbridge in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Newbridge, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Newbridge. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Newbridge.

Financial Analyses

Newbridge employed various methods to analyze the range of Implied Equity Values of GOWell, including comparable public company analyses and precedent transaction analyses.

Comparable Public Company Analysis

To calculate the implied equity value of GOWell, Newbridge first obtained the FY-2026E Enterprise Value/Revenue and FY-2026E Enterprise Value/EBITDA multiples from a total of fifteen (15) comparable public companies, in two different industry sub-sectors, identified by Newbridge, based on its experience and professional judgment, that, on a blended basis, most resembled GOWell’s business, and applied to GOWell’s FY-2026E Revenue and EBITDA estimates.

The public company comparables were selected using the following criteria: (i) companies listed on a major stock exchange in the United States; (ii) companies that operate in the “Oil & Gas Equipment and Services”, or “Industrial Application Software” sectors; and (iii) companies that had forecasted Revenue and EBITDA data for FY-2026.

It should be noted that there are some differences between the selected companies and GOWell, specifically that some have a larger equity values, and slightly different rates of sales growth and EBITDA margins. While no individual company is identical to GOWell, all the companies selected in the two different business verticals are those that Newbridge deemed relevant based on its experience and professional judgment. None of the companies listed in the public comparable set went public via a Special Purpose Acquisition Company merger.

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Public Comparables (EV/Revenue):    The average 2026E EV/Revenue multiple for the “Oil & Gas Equipment and Services” sector was 2.2x, and the average 2026E EV/Revenue multiple for the “Industrial Application Software” sector was 7.0x. The average of these sector multiples (4.6x) was then multiplied by GOWell’s 2026E Revenue estimate of $80.2 million, to derive an Enterprise Value of $368.9 million.

GOWell’s Net Debt (of $0.7 million) was added (+1.4 million in cash and -$0.7 million in debt) to the Enterprise Value to obtain an Implied Equity Value using this analysis of $369.6 million.

Public Comparables (EV/EBITDA):    The average 2026E EV/EBITDA multiple for the “Oil & Gas Equipment and Services” sector was 9.7x, and the average 2026E EV/EBITDA multiple for the “Industrial Application Software” sector was 20.9x. The average of these sector multiples (15.3x) was then multiplied by GOWell’s 2026E EBITDA estimate of $34.8 million, to derive an Enterprise Value of $532.4 million.

GOWell’s Net Debt (of $0.7 million) was added (+1.4 million in cash and -$0.7 million in debt) to the Enterprise Value to obtain an Implied Equity Value using this analysis of $533.1 million.

The table below summarizes certain observed historical and projected financial performance and trading multiples of the selected public companies, sourced from S&P Capital IQ data as of October 10, 2025.

Comparable Public Company Analysis		10/10/2025					Balance Sheet						Income Statement			Valuation Multiples
Oil & Gas Equipment and Services Company Name		Stock Symbol		Stock Price			Market Capitalization			Enterprise Value			Revenue 2026E			EV/Revenue 2026E
Parker-Hannifin Corporation		NYSE:PH		$	716.7		$	90,689		$	99,717		$	20,713.6		4.8x
SLB N.V.		NYSE:SLB		$	31.7		$	47,386		$	57,865		$	37,212.8		1.6x
Baker Hughes Company		NASDAQGS:BKR		$	45.0		$	44,404		$	47,938		$	27,824.7		1.7x
Halliburton Company		NYSE:HAL		$	22.0		$	18,732		$	25,316		$	21,429.7		1.2x
Crane Company		NYSE:CR		$	175.0		$	10,072		$	9,684		$	2,541.2		3.8x
Flowserve Corporation		NYSE:FLS		$	49.1		$	6,420		$	7,515		$	5,004.8		1.5x
Weatherford International plc		NASDAQ:WFRD		$	61.5		$	4,414		$	5,198		$	4,792.9		1.1x
Cactus, Inc.		NYSE:WHD		$	33.4		$	2,290		$	2,128		$	1,306.4		1.6x
														Average		2.2x

Comparable Public Company Analysis		10/10/2025					Balance Sheet						Income Statement			Valuation Multiples
Industrial Application Software Company Name		Stock Symbol		Stock Price			Market Capitalization			Enterprise Value			Revenue 2026E			EV/Revenue 2026E
Emerson Electric Co.		NYSE:EMR		$	126.0		$	70,918.4		$	83,584.4		$	19,062.1		4.4x
Autodesk, Inc.		NasdaqGS:ADSK		$	303.5		$	64,572.2		$	65,070.2		$	7,066.2		9.2x
PTC Inc.		NasdaqGS:PTC		$	196.9		$	23,587.2		$	24,799.6		$	2,805.0		8.8x
Trimble Inc.		NasdaqGS:TRMB		$	75.6		$	17,997.6		$	19,244.1		$	3,771.3		5.1x
Fortive Corporation		NYSE:FTV		$	47.8		$	16,172.5		$	19,324.2		$	4,241.5		4.6x
Bentley Systems, Incorporated		NasdaqGS:BSY		$	49.4		$	15,523.0		$	16,716.2		$	1,644.4		10.2x
Procore Technologies, Inc.		NYSE:PCOR		$	69.6		$	10,451.9		$	9,903.4		$	1,471.0		6.7x
														Average		7.0x

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Comparable Public Company Analysis		10/10/2025					Balance Sheet						Income Statement			Valuation Multiples
Oil & Gas Equipment and Services Company Name		Stock Symbol		Stock Price			Market Capitalization			Enterprise Value			EBITDA 2026E			EV/EBITDA 2026E
Parker-Hannifin Corporation		NYSE:PH		$	716.7		$	90,689		$	99,717		$	5,498.5		18.1x
SLB N.V.		NYSE:SLB		$	31.7		$	47,386		$	57,865		$	8,900.1		6.5x
Baker Hughes Company		NASDAQGS:BKR		$	45.0		$	44,404		$	47,938		$	4,927.9		9.7x
Halliburton Company		NYSE:HAL		$	22.0		$	18,732		$	25,316		$	3,983.0		6.4x
Crane Company		NYSE:CR		$	175.0		$	10,072		$	9,684		$	562.7		17.2x
Flowserve Corporation		NYSE:FLS		$	49.1		$	6,420		$	7,515		$	817.4		9.2x
Weatherford International plc		NASDAQ:WFRD		$	61.5		$	4,414		$	5,198		$	1,042.3		5.0x
Cactus, Inc.		NYSE:WHD		$	33.4		$	2,290		$	2,128		$	382.2		5.6x
														Average		9.7x

Comparable Public Company Analysis		10/10/2025					Balance Sheet						Income Statement			Valuation Multiples
Industrial Application Software Company Name		Stock Symbol		Stock Price			Market Capitalization			Enterprise Value			EBITDA 2026E			EV/EBITDA 2026E
Emerson Electric Co.		NYSE:EMR		$	126.0		$	70,918.4		$	83,584.4		$	5,479.3		15.3x
Autodesk, Inc.		NasdaqGS:ADSK		$	303.5		$	64,572.2		$	65,070.2		$	2,748.5		23.7x
PTC Inc.		NasdaqGS:PTC		$	196.9		$	23,587.2		$	24,799.6		$	1,326.8		18.7x
Trimble Inc.		NasdaqGS:TRMB		$	75.6		$	17,997.6		$	19,244.1		$	1,088.8		17.7x
Fortive Corporation		NYSE:FTV		$	47.8		$	16,172.5		$	19,324.2		$	1,256.0		15.4x
Bentley Systems, Incorporated		NasdaqGS:BSY		$	49.4		$	15,523.0		$	16,716.2		$	597.2		28.0x
Procore Technologies, Inc.		NYSE:PCOR		$	69.6		$	10,451.9		$	9,903.4		$	356.4		27.8x
														Average		20.9x

Source: S&P Capital IQ (as of 10/10/2025)

Precedent Transaction Company Analysis

Newbridge analyzed the last approximately six years (since January 2019) of M&A transaction data in the “Oil & Gas Equipment and Services” and “Industrial Application Software” sectors to find similar transactions where the targets being acquired most resembled GOWell’s business, based on Newbridge’s experience and professional judgment.

The criteria used for the selected transactions were those in which the targets Newbridge deemed relevant to the GOWell transaction, based on Newbridge’s experience and professional judgment, and included (i) targets that were in the “Oil & Gas Equipment and Services” and “Industrial Application Software” sectors, (ii) no geographical limitations to where the targets had corporate headquarters, and (iii) transactions wherein the EV/Revenue and EV/EBITDA multiple was known. None of the selected M&A transactions that Newbridge reviewed involved a special purpose acquisition company. Although none of the selected M&A transactions is directly comparable to the Business Combination, Newbridge used its experience, expertise and knowledge of these industries to select transactions that involved companies with certain operational, business and/or financial characteristics that, for purposes of this analysis, may be considered similar to those of GOWell.

However, because none of the target companies in the selected M&A transactions used in this analysis is identical to GOWell, Newbridge believed that it was inappropriate to rely solely on the quantitative results of the selected transactions analysis. Accordingly, Newbridge also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business and/or financial characteristics of GOWell and each target company as well as the Business Combination and the selected M&A transactions that could affect the transaction values of each in order to provide a context in which to consider the results of the quantitative analysis.

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M&A Comparables (EV/Revenue):    The average 2026E EV/Revenue multiple for the “Oil & Gas Equipment and Services” sector was 1.4x, and the average 2026E EV/Revenue multiple for the “Industrial Application Software” sector was 10.9x. The average of these sector multiples (6.1x) was then multiplied by GOWell’s 2026E Revenue estimate of $80.2 million, to derive an Enterprise Value of $489.2 million.

GOWell’s Net Debt (of $0.7 million) was added (+1.4 million in cash and -$0.7 million in debt) to the Enterprise Value to obtain an Implied Equity Value using this analysis of $489.9 million.

M&A Comparables (EV/EBITDA):    The average 2026E EV/EBITDA multiple for the “Oil & Gas Equipment and Services” sector was 9.7x, and the average 2026E EV/EBITDA multiple for the “Industrial Application Software” sector was 34.8x. The average of these sector multiples (22.3x) was then multiplied by GOWell’s 2026E EBITDA estimate of $34.8 million, to derive an Enterprise Value of $776.0 million.

GOWell’s Net Debt (of $0.7 million) was added (+1.4 million in cash and -$0.7 million in debt) to the Enterprise Value to obtain an Implied Equity Value using this analysis of $776.7 million.

The table below summarizes certain observed historical multiples of the selected M&A comparable transactions companies that were sourced from S&P Capital IQ data and PitchBook as of October 10, 2025.

M&A Comparables Analysis (2019 – Present) | Industry: Oil & Gas Equipment and Services
M&A Closed Date		Target/Issuer		Transaction Value (USD Millions)			Buyers/Investors		Implied Enterprise Value/Revenue (x)		Geographic Region
1/20/2019		ZCL Composites Inc.		$	243.1		Mattr Corp.		1.7x		USA
1/29/2021		CSI Compressco LP		$	17.1		Spartan Energy Partners, LP		2.4x		USA
3/9/2021		Tervita Corporation		$	1,035.6		SECURE Waste Infrastructure Corp.		0.9x		USA
12/13/2021		Nuverra Env. Solutions		$	56.0		Select Water Solutions, Inc.		0.5x		USA
4/8/2022		Aker Solutions ASA		$	92.8		Aker Kværner Holding AS		0.5x		Europe
11/10/2022		Magseis Fairfield ASA		$	47.7		TGS ASA		0.7x		Europe
12/19/2023		CSI Compressco LP		$	885.7		Kodiak Gas Services, LLC		2.3x		USA
3/7/2024		Superior Drilling Products, Inc.		$	38.9		Drilling Tools International Corp.		1.7x		USA
4/2/2024		ChampionX Corporation		$	8,634.3		Schlumberger Limited		2.2x		USA
8/21/2024		Beerenberg AS		$	116.3		Altrad Investment Authority S.A.S.		0.5x		Europe
10/29/2024		Profire Energy, Inc.		$	123.2		CECO Environmental Corp.		1.9x		USA
							Average		1.4x

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M&A Comparables Analysis (2019 – Present) | Industry: Industrial Application Software
M&A Closed Date		Target/Issuer		Transaction Value (USD Millions)			Buyers/Investors		Implied Enterprise Value/Revenue (x)		Geographic Region
11/20/2019		PIXIA Corp.		$	200.0		Cubic Corporation		10.5x		USA
2/13/2020		RIB Software GmbH		$	1,433.6		Schneider Electric Investment AG		6.2x		Europe
6/10/2021		RIB Software GmbH		$	265.9		Schneider Electric Investment AG		8.7x		Europe
1/16/2024		ANSYS, Inc.		$	35,791.5		Synopsys, Inc.		13.2x		USA
2/14/2024		Altium LLC		$	5,871.8		Renesas Electronics Corporation		20.2x		USA
11/5/2024		Aspen Technology, Inc.		$	7,350.6		Emerson Electric Co.		15.0x		USA
2/19/2025		Baze Technology AS		$	32.3		Hawk Infinity Software AS		2.4x		Europe
							Average		10.9x

M&A Comparables Analysis (2019 – Present) | Industry: Oil & Gas Equipment and Services
M&A Closed Date		Target/Issuer		Transaction Value (USD Millions)			Buyers/Investors		Implied Enterprise Value/EBITDA (x)		Geographic Region
1/20/2019		ZCL Composites Inc.		$	243.1		Mattr Corp.		13.9x		USA
1/29/2021		CSI Compressco LP		$	17.1		Spartan Energy Partners, LP		6.8x		USA
3/9/2021		Tervita Corporation		$	1,035.6		SECURE Waste Infrastructure Corp.		6.7x		USA
12/13/2021		Nuverra Env. Solutions		$	56.0		Select Water Solutions, Inc.		20.3x		USA
4/8/2022		Aker Solutions ASA		$	92.8		Aker Kværner Holding AS		8.8x		Europe
11/10/2022		Magseis Fairfield ASA		$	47.7		TGS ASA		6.5x		Europe
12/19/2023		CSI Compressco LP		$	885.7		Kodiak Gas Services, LLC		6.3x		USA
3/7/2024		Superior Drilling Products, Inc.		$	38.9		Drilling Tools International Corp.		10.7x		USA
4/2/2024		ChampionX Corporation		$	8,634.3		Schlumberger Limited		10.3x		USA
8/21/2024		Beerenberg AS		$	116.3		Altrad Investment Authority S.A.S.		6.2x		Europe
10/29/2024		Profire Energy, Inc.		$	123.2		CECO Environmental Corp.		10.2x		USA
							Average		9.7x

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M&A Comparables Analysis (2019 – Present) | Industry: Industrial Application Software
M&A Closed Date		Target/Issuer		Transaction Value (USD Millions)			Buyers/Investors		Implied Enterprise Value/EBITDA (x)		Geographic Region
11/20/2019		PIXIA Corp.		$	200.0		Cubic Corporation		18.6x		USA
2/13/2020		RIB Software GmbH		$	1,433.6		Schneider Electric Investment AG		39.6x		Europe
6/10/2021		RIB Software GmbH		$	265.9		Schneider Electric Investment AG		42.6x		Europe
1/16/2024		ANSYS, Inc.		$	35,791.5		Synopsys, Inc.		38.4x		USA
2/14/2024		Altium LLC		$	5,871.8		Renesas Electronics Corporation		58.8x		USA
11/5/2024		Aspen Technology, Inc.		$	7,350.6		Emerson Electric Co.		37.2x		USA
2/19/2025		Baze Technology AS		$	32.3		Hawk Infinity Software AS		8.5x		Europe
							Average		34.8x

Source: S&P Capital IQ and PitchBook (as of 10/10/2025)

Satisfaction of 80% Test

Nasdaq rules require that SPAC must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. As of October 13, 2025, the date the Business Combination Agreement was executed, the fair value of the funds held in the Trust Account was approximately $88.6 million, and 80% thereof represents approximately $70.9 million.

The Initial Merger Consideration to be received by the shareholders of GOWell of $300.0 million exceeds 80% of the fair value of the funds held in the Trust Account as of October 13, 2025.

Miscellaneous

The discussion set forth above is a summary of the material financial analyses presented by Newbridge to the SPAC Board in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Newbridge believes that its analyses summarized above must be considered as a whole. Newbridge further believes that selecting portions of its analyses and the factors considered, or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Newbridge’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

The estimates of the future performance of SPAC in or underlying Newbridge’s analysis are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by Newbridge’s analysis. The analysis does not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the valuations resulting from, the analysis described above are inherently subject to substantial uncertainty and should not be taken to be Newbridge’s view of the actual value of the SPAC Ordinary Shares or PubCo Ordinary Shares.

Conclusion

The values derived from the different analyses that Newbridge used show a range between $369.6 million to $776.7 million, with a midpoint of $542.3 million. The Initial Merger Consideration to be received by the shareholders of GOWell of $300.0 million is below the midpoint of the valuation range of Newbridge’s analyses.

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Based upon and subject to the foregoing, it is Newbridge’s Opinion that, as of the date of October 13, 2025, each of (i) the Initial Merger Consideration to be paid by SPAC in the Business Combination is fair, from a financial point of view, to the SPAC Unaffiliated Shareholders and (ii) the Business Combination has an aggregate fair market value of at least eighty percent (80.0%) of the value of the assets held by SPAC in its Trust Account for the benefit of holders of SPAC’s Public Shares (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the Business Combination Agreement.

The type and amount of consideration payable in the Business Combination Agreement was determined through negotiations between SPAC and GOWell, and was approved by the SPAC Board. The decision to enter into the Business Combination Agreement was solely that of the SPAC Board. As described above, Newbridge’s opinion and analyses was only one of many factors considered by the SPAC Board in its evaluation of the Business Combination Agreement and should not be viewed as determinative of the views of the SPAC or GOWell’s management with respect to the Business Combination Agreement.

Fees and Expenses

As compensation for Newbridge’s services in connection with the rendering of its Opinion to the Board, SPAC agreed to pay Newbridge a fee of $75,000. $10,000 of the fee was paid as a retainer, $55,000 was paid upon delivery of the Opinion, and $10,000 was paid upon the initial filing of the Registration Statement of which this proxy statement/prospectus forms a part. No portion of Newbridge’s fee is refundable or contingent upon the conclusion reached in the Opinion. In addition, SPAC agreed to indemnify Newbridge for certain liabilities arising out of its engagement, including the rendering of the Opinion, and to reimburse Newbridge for certain expenses in connection with its services.

Newbridge, as part of its investment banking business, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, going private transactions, related-party transactions, negotiated underwritings, secondary distributions of listed and unlisted securities, debt restructurings, private placements, and valuations for corporate and other purposes. Newbridge does not perform tax, accounting or legal services, nor do we render such advice. In the past, Newbridge and its affiliates have provided advisory services to the New Sponsor management team and its affiliates unrelated to the proposed Business Combination for which Newbridge and its affiliates received compensation, specifically working on the Bleichroeder Acquisition Corp. (IPDX) merger with Merlin Labs, and the Inflection Point Acquisition Corp. III (IPCX) merger with A1R Water. In both of these transactions, Newbridge was paid $75,000.

Sources and Uses of Funds for the Proposed Transaction

The following tables summarize the anticipated sources and uses of funds in the Business Combination, in various redemptions scenarios. Such tables are for illustrative purposes only. Where actual amounts are not known or knowable, the figures below represent good faith estimates of such amounts.

Sources and Uses of Proceeds (No Redemptions Scenario) (in millions)
Sources					Uses
Initial Merger Consideration		$	300		Initial Merger Consideration		$	300
Investments held in Trust Account			91		Cash to Balance Sheet			147
Closing PIPE Investment			70		Transaction Costs			14
Total Sources		$	461		Total Uses		$	461

Sources and Uses of Proceeds (25% Redemptions Scenario) (in millions)
Sources					Uses
Initial Merger Consideration		$	300		Initial Merger Consideration		$	300
Investments held in Trust Account			68		Cash to Balance Sheet			124
Closing PIPE Investment			70		Transaction Costs			14
Total Sources		$	438		Total Uses		$	438

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Sources and Uses of Proceeds (50% Redemptions Scenario) (in millions)
Sources					Uses
Initial Merger Consideration		$	300		Initial Merger Consideration		$	300
Investments held in Trust Account			45		Cash to Balance Sheet			101
Closing PIPE Investment			70		Transaction Costs			14
Total Sources		$	415		Total Uses		$	415

Sources and Uses of Proceeds (75% Redemptions Scenario) (in millions)
Sources					Uses
Initial Merger Consideration		$	300		Initial Merger Consideration		$	300
Investments held in Trust Account			23		Cash to Balance Sheet			79
Closing PIPE Investment			70		Transaction Costs			14
Total Sources		$	393		Total Uses		$	393

Sources and Uses of Proceeds (Full Redemptions Scenario) (in millions)
Sources					Uses
Initial Merger Consideration		$	300		Initial Merger Consideration		$	300
Investments held in Trust Account			0		Cash to Balance Sheet			56
Series A Redeemable Preference Shares Investment			70		Transaction Costs			14
Total Sources		$	370		Total Uses		$	370

Satisfaction of 80% Test

It is a requirement under the SPAC Articles and Nasdaq listing requirements that the business or assets acquired in an initial business combination have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any taxes payable on the interest earned on the Trust Account) at the time of the execution of a definitive agreement for an initial business combination. In connection with its evaluation and approval of the Business Combination, the SPAC Board determined that the fair market value of GOWell is $300 million, based on, among other things, comparable company revenue and other financial performance multiples. As of the execution of the Business Combination Agreement on October 13, 2025, the value of the net assets held in the Trust Account was $88.6 million and 80% thereof represents $70.9 million.

Interests of Certain SPAC Persons in the Business Combination

When you consider the recommendation of the SPAC Board in favor of approval of the Business Combination Proposal and the other Shareholder Proposals included herein, you should keep in mind that the Sponsors and SPAC’s directors and officers have interests in such proposals that are different from, in addition to and/or in conflict with, those of the SPAC Shareholders generally. These interests include, among other things:

• The Prior Sponsor holds 2,028,750 Founder Shares, initially purchased for $0.008 per share. Such 2,028,750 PubCo Ordinary Shares that the Prior Sponsor and its permitted transferees will receive upon conversion of such Retained Shares in the Business Combination, if unrestricted and freely tradable, would have an aggregate value of approximately $21.44 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

• The New Sponsor purchased 990,000 Founder Shares and the assignment of the Sponsor Loan for an aggregate of $1,800,000, in a private placement consummated on September 9, 2025. Such 990,000 PubCo Ordinary Shares that the New Sponsor and its permitted transferees will receive upon conversion of such Founder Shares in the Business Combination, if unrestricted and freely tradable, would have an aggregate value of approximately $10.46 million based on the closing price of $10.57 per SPAC Class A

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Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

• Given the differential in the purchase price that the each of the Sponsors paid for the Founder Shares as compared to the price of the SPAC Class A Shares included in the SPAC Units sold in the IPO, the Sponsors may earn a positive rate of return on its investment even if the PubCo Ordinary Shares trade below $10.00 per share and the Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsors diverge from the economic interests of Public Shareholders because the Sponsors will realize a gain on their investment at times when the Public Shareholders realize a loss.

• The Prior Sponsor purchased 125,000 Private Placement Units for $1,250,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO. Each Private Placement Unit consists of one SPAC Class A Share and one SPAC Right exchangeable for one-fifth of one SPAC Class A Share. Following the Business Combination, the 150,000 PubCo Ordinary Shares that the Prior Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $1.59 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

• Each of the Sponsors will lose its entire investment in us, valued at approximately $1,275,000 for the Prior Sponsor and $1,800,000 for the New Sponsor, if we do not complete a business combination within the completion window. If we do not consummate a business combination by such date, as promptly as reasonable but not more than ten business days thereafter, we will redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for the claims of creditors and the requirements of other applicable law. In such event, the 2,153,750 and 990,000 SPAC Ordinary Shares held by the Prior Sponsor and New Sponsor, respectively, may be worth very little, because following the redemption of Public Shares, we would likely have few, if any, net assets and because the Sponsors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 125,000 SPAC Rights underlying the Private Placement Units held by the Prior Sponsor will expire and become worthless.

• In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain of SPAC’s officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo, and pursuant to the Business Combination Agreement, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to such persons as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up. Following the Business Combination, the 4,481,250 PubCo Restricted Shares received upon the conversion of such Company Restricted Shares, if unrestricted and freely tradable, would have had an aggregate market value of approximately $47.37 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Restricted Shares will be subject to vesting, we believe such shares will have less value.

• Pursuant to the Signing PIPE Subscription Agreement, the New Sponsor purchased (i) 2,352,941 Company Preferred Shares and (ii) Company Warrants exercisable for 980,392 Company Ordinary Shares, for an aggregate investment amount of $20,000,000. At Closing, each of the Company Preferred Shares and the Company Warrants will be converted into the right to receive 2,464,986 PubCo Preferred Shares (assuming $25,882,353 of Accrued Value which represents the Stated Value

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plus an assumed 12 months of PIK dividends, and using a Redemption Price of $10.50, representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026) convertible into 2,156,863 PubCo Ordinary Shares (at an initial conversion price of $12.00 per share) and 980,392 PubCo Warrants (which is calculated as the Stated Value, divided by the $12.00 conversion price, multiplied by 0.5) exercisable for 980,392 PubCo Ordinary Shares at an initial exercise price of $12.00. Calculated on an as-converted basis, the 3,137,255 PubCo Ordinary Shares, would have an aggregate market value of approximately $32.56 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, and such shares will not be subject to a lock-up. However, given such securities are not in-the-money as of the date of this proxy statement/prospectus, we believe such securities will have less value.

• New Sponsor will receive its allocable portion of the Earnout Shares (not to exceed 6.25% of the aggregate Earnout Shares), in three tranches respectively, if PubCo and its subsidiaries achieve certain EBITDA targets following the Closing.

• The Sponsors and the SPAC’s officers and directors have agreed not to redeem any of the SPAC Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

• If the Trust Account is liquidated, the New Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into a letter of intent, confidentiality or similar agreement or business combination agreement or claims of any third party for services rendered or products sold to us (other than our independent registered public accounting firm and the Representatives), but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

• The SPAC’s existing and former officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six (6) years after the Business Combination. Additionally, pursuant to the A&R Letter Agreement and the Indemnification Agreement, the indemnification of the Prior Sponsor and New Sponsor, respectively, will survive the Closing.

• In connection with the Closing, the New Sponsor and the SPAC’s current officers and directors would be entitled to the repayment of any outstanding working capital loans and advances that have been made to the SPAC. In order to finance transaction costs in connection with a business combination, the New Sponsor or certain of the SPAC’s officers or directors may, but are not obligated to, loan the SPAC Working Capital Loans. In the event that a business combination does not close, the SPAC may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of the date of this proxy statement/prospectus, no such Working Capital Loans are outstanding.

• Additionally, the New Sponsor would be entitled to the repayment of any loans that have been made to the SPAC pursuant to Sponsor Loan. In the event that a business combination does not close, the SPAC may use a portion of the working capital held outside the Trust Account to repay the Sponsor Loan, but no proceeds from the Trust Account would be used to repay the Sponsor Loan. As of the date of this proxy statement/prospectus, $800,000 is outstanding under the Sponsor Loan.

• Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the New Sponsor, and the SPAC’s current officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans. As of the date of this proxy statement/prospectus, no reimbursable out-of-pocket expenses, advances, and other loans were outstanding.

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• Pursuant to the Registration Rights Agreement, the SPAC’s officers and directors, and the Sponsors and its members will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the PubCo Ordinary Shares held by such parties following the consummation of the Business Combination. It is estimated that each of the Prior Sponsor and New Sponsor will hold 2,178,750 and 13,706,544 (excluding the PubCo Ordinary Shares underlying the PubCo Warrant) PubCo Ordinary Shares, respectively, eligible for registration.

• The continued indemnification of former and current directors and officers of SPAC and the New Sponsor and the continuation of directors’ and officers’ liability insurance after the Business Combination.

• The fact that Kevin Shannon is expected to be a director of PubCo following the Business Combination. As such, in the future, he may receive fees for his service as a director, which may consist of cash or stock-based awards, and any other remuneration that the PubCo Board determines to pay its non-employee directors.

• The fact that the New Sponsor and SPAC’s current directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination, with a less favorable company or on terms less favorable to shareholders, rather than to liquidate, which would cause the New Sponsor to lose its entire investment. As a result, the New Sponsor may have a conflict of interest in determining whether GOWell is an appropriate business with which to complete a business combination and/or in evaluating the terms of the Business Combination.

In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We believe, however, that there were no such corporate opportunities presented to our directors and officers which were not presented to the SPAC, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About the SPAC — Conflicts of Interest.”

Interests of Certain GOWell Persons in the Business Combination

GOWell’s board of directors, officers, and related parties, may have interests in the Business Combination that are different from, in addition to, or in conflict with, the unaffiliated shareholders of the SPAC. These interests include, among other things:

• in connection with and upon the closing of the Business Combination, certain executive officers and directors of GOWell will receive an aggregate bonus awards of $950,000 in recognition of their services in facilitating the consummation of the Business Combination Agreement. These bonus awards are contingent upon and payable only upon the consummation of the Business Combination, which means that GOWell’s executive officers have a direct personal financial incentive to close the transaction. This incentive may not be aligned with the interests of unaffiliated SPAC shareholders;

• upon the consummation of the Business Combination, Mr. Guillaume Borrel, the chief executive officer of GOWell, will be granted restricted shares equal to 1.29% of the Company Consideration Shares, representing 368,571 to 387,000 PubCo Ordinary Shares, calculated based on the Redemption Price range of $10.50 to $10.00. The restricted shares are subject to a five-year vesting schedule, contingent upon Mr. Borrel’s continued employment and the achievement of certain annual performance targets. The restricted shares are subject to transfer restrictions prior to vesting and are not subject to any lock-up restrictions following each vesting tranche. The restricted shares are subject to customary clawback and forfeiture provisions in the event of termination for cause, voluntary resignation prior to the end of the term, or other specified misconduct. The equity awards to be granted to Mr. Borrel are contingent upon the consummation of the Business Combination and therefore will not be received if the Business Combination is not completed. This may further incentivize him to support the completion of the Business Combination;

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• GOWell’s management team and board are expected to continue to hold their respective positions with PubCo upon the Closing and will receive such compensation and benefits as determined by the PubCo Board from time to time. The GOWell management team and board will also benefit from directors’ and officers’ insurance and indemnification agreements with PubCo. The cost of such directors’ and officers’ insurance and indemnification arrangements will be borne by the post-Business Combination company and, indirectly, by all of PubCo’s shareholders, including unaffiliated SPAC shareholders, while the direct benefit of such arrangements accrues solely to GOWell’s directors and officers; and

• after the Closing, it is expected that the GOWell Shareholder will hold between 53.2% and 63.4% of the outstanding PubCo Ordinary Shares, depending on the level of Redemptions, including the PubCo Ordinary Shares issuable upon conversion of the PubCo Preferred Shares issued pursuant to the PIPE Investments, and excluding (i) the Earnout Shares, (ii) the PubCo Warrants, (iii) the PubCo Ordinary Shares underlying the PubCo Warrants, and (iv) the PubCo Ordinary Shares issuable under the PubCo Incentive Plan. This level of ownership will give the GOWell Shareholder the ability to control the outcome of virtually all matters submitted to PubCo’s shareholders for approval, including the election and removal of directors, approval of significant corporate transactions, and amendments to PubCo’s governing documents, subject to certain limitations described elsewhere in this proxy statement/prospectus. The interests of the GOWell Shareholder, as the controlling shareholder of PubCo, may not always align with the interests of unaffiliated SPAC shareholders, who will hold a minority interest in PubCo and will have limited ability to influence the direction and management of the post-closing company. Unaffiliated SPAC shareholders should be aware that, as minority shareholders in a controlled company, their ability to seek changes in corporate governance, management, or strategic direction will be significantly constrained.

Compensation to be Received by the Sponsors and SPAC’s Officers and Directors in Connection with the Business Combination and Signing PIPE Investment

Set forth below is a summary of the amount of compensation and securities received or to be received by the Sponsor and SPAC’s officers and directors in connection with the Business Combination.

		Securities to be Received		Other Compensation
New Sponsor		(i) 990,000 PubCo Ordinary Shares upon the exchange of 990,000 Founder Shares, which were initially purchased in the Sponsor Transaction for $1.31 per share, (ii) approximately 2,464,986 PubCo Preferred Shares (assuming $25,882,353 of Accrued Value which represents the Stated Value plus an assumed 12 months of PIK dividends, and using a Redemption Price of $10.50, representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026) convertible into 2,156,863 PubCo Ordinary Shares (at an initial conversion price of $12.00 per share), (iii) 980,392 PubCo Warrants (which is calculated as the Stated Value, divided by the $12.00 conversion price, multiplied by 0.5) exercisable for 980,392 PubCo Ordinary Shares at an initial exercise price of $12.00, and (iv) its allocable portion of the Earnout Shares (not to exceed 6.25% of the aggregate Earnout Shares), in three tranches respectively, if PubCo and its subsidiaries achieve certain EBITDA targets following the Closing.		Repayment of the $800,000 principal amount outstanding under the Sponsor Loan. Continued indemnification and the continuation of directors’ and officers’ liability insurance after the Business Combination.
Prior Sponsor		(i) 2,028,750 PubCo Ordinary Shares upon the exchange of 2,028,750 Retained Shares, which were initially purchased prior to the IPO for $0.008 per share, and (ii) 150,000 PubCo Ordinary Shares upon the exchange of 125,000 Private Placement Units purchased for $10.00 per Unit in a private placement.		Continued indemnification and the continuation of directors’ and officers’ liability insurance after the Business Combination.

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		Securities to be Received		Other Compensation
SPAC Officers and Directors		In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain of SPAC’s officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo, and pursuant to the Business Combination Agreement, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to such persons as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up.		Kevin Shannon, the Chief Operating Officer of the SPAC, is expected to serve as a director of PubCo after the Closing and, as such, in the future, may receive compensation for his service as a director of PubCo as determined by the PubCo Board. Reimbursement for any out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination; no such amounts are outstanding as of the date of this proxy statement/prospectus. Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination.

The securities to be issued to the Sponsors and SPAC’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders. None of the funds in the Trust Account will be used to compensate our officers or directors. Except as set forth above, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsors, SPAC’s officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, as detailed above, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, as discussed above. The reimbursement of expenses and advances to the Sponsors and SPAC’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders.

GOWell Board’s Reasons for the Approval of the Business Combination

In the course of reaching its decision to approve the Business Combination, the GOWell Board consulted with GOWell’s management and advisors and considered a wide variety of factors, including the significant factors listed here as generally supporting its decision:

• greater liquidity for the GOWell Shareholder as well as increased access to capital and an expanded range of potential investors for GOWell as a public company;

• the synergies associated with anticipated cooperation between GOWell and Inflection Point team; and

• enhanced institutional visibility and credibility, as well as increased public market awareness of GOWell and its business model; and the advantages of the Business Combination over a traditional IPO, including greater speed of execution and higher certainty of closing.

The GOWell Board also considered a variety of risks and potentially negative factors, including the following:

• the possibility that the Transactions may not be completed on the terms or the timeline contemplated by GOWell and SPAC, or at all; and the risk that any failure to complete the Transactions could itself negatively affect GOWell’s future business and financial results, including by diverting management attention and resources that have already been committed to the transaction process, impairing GOWell’s

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ability to pursue alternative financing or strategic opportunities, and creating uncertainty among GOWell’s customers, employees, and business partners that could adversely affect GOWell’s operations and competitive position;

• the risk that the completion of the Transactions could negatively affect GOWell’s future financial results and that GOWell may incur significant expenses and may not accurately forecast the financial impact of the completion of the Transactions, including unforeseen accounting charges, tax liabilities, or exposure to undisclosed contractual obligations or legal claims;

• following the completion of the Transactions, the post-combination company will incur significant additional legal, accounting, and other expenses that GOWell did not incur as a private company. The requirements of being a public company, including compliance with the SEC’s requirements regarding internal control over financial reporting, may strain the post-combination company’s resources and divert management’s attention from GOWell’s core business operations and strategic priorities. GOWell’s management team may face significant challenges in adapting to the heightened regulatory, financial reporting, and investor relations demands of operating as a publicly listed company. Furthermore, if the future growth and operating performance of the post-combination company fail to meet investor or analyst expectations, this could make it difficult to evaluate the post-combination company’s current business and future prospects and could have a material adverse effect on GOWell’s future business, financial condition, and results of operations;

The foregoing discussion of the factors considered by the GOWell Board is not exhaustive and is intended only to reflect the principal factors considered by the GOWell Board. In view of the wide variety of factors considered by the GOWell Board in connection with its evaluation of the Transactions and the complexity of these matters, the GOWell Board did not consider it practical to, and it did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. After considering the various potentially positive and negative factors, including the foregoing, the GOWell Board determined that, in the aggregate, the potential benefits of the Transactions, including enhanced access to capital, greater liquidity, and increased institutional visibility, outweigh the risks and uncertainties of the Transactions, including the transition costs, regulatory burdens, and operational disruptions described above.

Anticipated Accounting Treatment of the Business Combination

The Business Combination will be accounted for as a reverse merger within the scope of IFRS 2, since SPAC does not meet the definition of a business in accordance with IFRS 3. Under this method of accounting, SPAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of GOWell issuing stock for the net assets of SPAC, accompanied by a recapitalization. The net assets of SPAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of GOWell.

This determination was primarily based on the current shareholders of GOWell having a majority of the voting power of the post-combination company, GOWell’s senior management comprising all of the senior management of the post-combination company, the relative size of GOWell compared to SPAC, and GOWell’s operations comprising the ongoing operations of the post-combination company.

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THE BUSINESS COMBINATION AGREEMENT

This section of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A hereto. You are urged to read carefully the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination. The legal rights and obligations of the parties to the Business Combination Agreement are governed by the specific language of the Business Combination Agreement, and not this summary. For the purposes of this section “The Business Combination Agreement”, capitalized terms not defined herein shall have the meaning ascribed to them in the Business Combination Agreement.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules, which are referred to herein as the “Schedules,” which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. PubCo, SPAC and GOWell do not believe that the Schedules contain information that is material to an investment decision. Moreover, certain representations and warranties in the Business Combination Agreement may, may not have been or may not be, as applicable, accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about PubCo, SPAC or GOWell or any other matter.

Representations and Warranties

The Business Combination Agreement contains representations and warranties of GOWell, SPAC, Merger Sub and PubCo, certain of which are qualified by materiality and material adverse effect and knowledge and, as applicable, are further modified and limited by the Schedules. The representations and warranties of SPAC are also qualified by information included in SPAC’s public filings, filed or submitted to the SEC on or prior to the date of the Business Combination Agreement (subject to certain exceptions contemplated by the Business Combination Agreement).

Representations and Warranties of GOWell

Under the Business Combination Agreement, GOWell has made customary representations and warranties (on behalf of itself and its subsidiaries) to SPAC relating to, among other things, organization and standing, due authorizations to executive and deliver the Business Combination Agreement and ancillary documents, capitalization, company subsidiaries, governmental approvals and consents required in connection with the execution, delivery and performance of the Business Combination Agreement and ancillary documents, absence of conflicts with organizational documents, applicable laws or certain agreements and instruments and the absence of liens as a result of entering into the Business Combination Agreement or the ancillary documents or consummating the Business Combination, financial statements, absence of certain changes, compliance with laws, permits, litigation, material contracts, intellectual property, taxes and returns, matters relating to real property and personal property, employee matters, benefit plans, compliance in all material respects with environmental laws, transactions with related persons, insurance, material customers and suppliers, data protection and cybersecurity matters, compliance with applicable anti-corruption and anti-bribery laws and certain business practices, the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), TID U.S. business status, finders’ and brokers’ fees, acknowledgement of no further representations and warranties and no misleading information supplied.

The warranties of GOWell identified as fundamental under the terms of the Business Combination Agreement are those made pursuant to the following sections of the Business Combination Agreement: in Section 7.1 (Organization and Standing), Section 7.2 (Authorization; Binding Agreement), Section 7.4 (Company Subsidiaries), Section 7.6 (Non-Contravention) and Section 7.26 (Finders and Brokers).

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Representations and Warranties of SPAC

Under the Business Combination Agreement, SPAC has made customary representations and warranties to GOWell and PubCo relating to, among other things, organization and standing, due authorizations to executive and deliver the Business Combination Agreement and ancillary documents, governmental approvals and consents required in connection with the execution, delivery and performance of the Business Combination Agreement and ancillary documents, absence of conflicts with organizational documents, non-contravention, capitalization, Securities and Exchange Commission (the “SEC”) filings, financial statements, internal controls, absence of conflicts with organizational documents, applicable laws or certain agreements and instruments and the absence of liens as a result of entering into the Business Combination Agreement or the ancillary documents or consummating the Business Combination, compliance with laws, actions, orders and permits, taxes and returns, employees and employee benefit plans, properties, material contracts, transactions with related persons, the Investment Company Act, and the Jumpstart Our Business Startups Act of 2012, finders’ and brokers’ fees, compliance with applicable anti-corruption and anti-bribery laws and certain business practices, private placements, insurance, no misleading information supplied, the Trust Account, acknowledgement of no further representations and warranties and receipt of a fairness opinion.

The warranties of SPAC identified as fundamental under the terms of the Business Combination Agreement are those made pursuant to the following sections of the Business Combination Agreement: Section 4.1 (Organization and Standing), Section 4.2 (Authorization; Binding Agreement), Section 4.4(a) (Non-Contravention), Section 4.17 (Finders and Brokers), Section 4.22 (Trust Account) and Section 4.24 (Fairness Opinion).

Representations and Warranties of PubCo

Under the Business Combination Agreement, PubCo has made customary representations and warranties to SPAC relating to, among other things, organization and standing, due authorizations to executive and deliver the Business Combination Agreement and ancillary documents, governmental approvals and consents required in connection with the execution, delivery and performance of the Business Combination Agreement and ancillary documents, absence of conflicts with organizational documents, applicable laws or certain agreements and instruments and the absence of liens as a result of entering into the Business Combination Agreement or the ancillary documents or consummating the Business Combination, capitalization, limited activities, finders’ and brokers’ fees, the Investment Company Act and no misleading information supplied.

The warranties of PubCo identified as fundamental under the terms of the Business Combination Agreement are those made pursuant to the following sections of the Business Combination Agreement: Section 6.1 (Organization and Standing), Section 6.2 (Authorization; Binding Agreement), Section 6.5 (Capitalization) and Section 6.7 (Finders and Brokers).

Representations and Warranties of Merger Sub

Under the Business Combination Agreement, Merger Sub has made customary representations and warranties (with respect to itself only) to SPAC, PubCo and GOWell relating to, among other things, organization and standing, due authorizations to executive and deliver the Business Combination Agreement and ancillary documents, share ownership, governmental approvals and consents required in connection with the execution, delivery and performance of the Business Combination Agreement and ancillary documents, absence of conflicts with organizational documents, applicable laws or certain agreements and instruments and the absence of liens as a result of entering into the Business Combination Agreement or the ancillary documents or consummating the Business Combination, litigation, certain investment representations, finders’ and brokers’ fees and no misleading information supplied.

The warranties of Merger Sub identified as fundamental under the terms of the Business Combination Agreement are those made pursuant to the following sections of the Business Combination Agreement: Section 5.1 (Organization and Standing), Section 5.2 (Authorization; Binding Agreement), Section 5.5 (Capitalization) and Section 5.7 (Finders and Brokers).

Survival of Representations and Warranties

No representations and warranties of GOWell, SPAC, PubCo or Merger Sub contained in the Business Combination Agreement, including any rights arising out of any breach of such representations and warranties, will survive the Closing.

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Material Adverse Effect

Pursuant to the Business Combination Agreement, a material adverse effect (a “Material Adverse Effect”) means, with respect to any specified person, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, liabilities, results of operations or financial condition of such person and its subsidiaries, taken as a whole, or (b) the ability of such person or any of its subsidiaries to consummate the Transactions or to perform its obligations under the Business Combination Agreement or the ancillary documents to which it is party; provided, however, that for purposes of clause (a) above, any fact, event, occurrence, change or effect directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, facts, events, occurrences, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may or would have occurred a Material Adverse Effect: (i) general global, national, regional, state or local changes in the financial or securities markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets) or general economic or political or social conditions in the country or region in which such person or any of its subsidiaries do business, (ii) changes, conditions or effects that generally affect the industries in which such person or any of its subsidiaries operate, (iii) changes or proposed changed in GAAP, IFRS or other applicable accounting principles or mandatory changes in the regulatory accounting requirements (or any interpretation thereof) applicable to any industry in which such person and its subsidiaries principally operate, (iv) conditions caused by acts of God, epidemic, pandemics, terrorism, war (whether or not declared), natural or man-made disaster (including fires, flooding, earthquakes, hurricanes and tornados), civil unrest, terrorism or other force majeure or comparable events, (v) any failure in and of itself by such person and its subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein), (vi) changes attributable to the public announcement or pendency of the Transactions (including the impact thereof on relationships with customers, suppliers or employees), (vii) changes or proposed changes in applicable Law (or any interpretation thereof) after the date of the Business Combination Agreement, (viii) any actions required to be taken, or required not to be taken, pursuant to the terms of the Business Combination Agreement, (ix) in respect of GOWell, any action taken by, or at the written request of, SPAC and in respect of SPAC or PubCo, any action taken by, or at the written request of, GOWell, (x) with respect to SPAC, the consummation and effects of the Redemption Rights and (xi) any breach of any covenants, agreements or obligations of any Signing PIPE Investor or Closing PIPE Investor under the Signing PIPE Subscription Agreement or the Closing PIPE Subscription Agreement, as applicable (including any breach of such person’s obligations to fund any amounts thereunder when required); provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i)-(iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such person and its subsidiaries, taken as a whole, compared to other participants in the industries and geographic location in which such person or any of its subsidiaries conducts its businesses (in which case only the incremental disproportionate impact may be taken into account). Notwithstanding the foregoing, with respect to SPAC, the aggregate amount redeemed pursuant to the Redemption Rights shall not be deemed to be a Material Adverse Effect on SPAC.

Covenants

Conduct of Business by GOWell

GOWell has agreed that, from the date of the Business Combination Agreement through the earlier of the termination of the Business Combination Agreement and the Closing (the “Interim Period”), except as otherwise contemplated by the Business Combination Agreement, the ancillary documents, the Schedules or as required by applicable law, GOWell will use its commercially reasonable efforts and shall cause its subsidiaries to use their respective commercially reasonable efforts to (i) conduct their respective businesses, in all material respects, in the ordinary course of business or consistent with past practices and (ii) preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, preserve the possession, control and condition of their respective material assets, and preserve intact its relationships with all material customers and suppliers, in each case consistent with past practice.

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During the Interim Period, GOWell has also agreed not to, and to cause its subsidiaries not to, except as otherwise contemplated by the Business Combination Agreement, the ancillary documents, the Schedules or as required by applicable law, or as consented to by SPAC in writing (which consent will not be unreasonably withheld, conditioned or delayed):

• amend, waive or otherwise change, its organizational documents;

• authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities;

• split, combine, recapitalize, subdivide, reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

• (i) incur, create, assume or otherwise become liable for any indebtedness for borrowed money in excess of $5,000,000 in the aggregate, (B) make a loan or advance to or investment in any third party in excess of $1,000,000 individually or $2,000,000 in the aggregate (other than advancement of expenses to employees in the ordinary course of business), or (C) guarantee or endorse any indebtedness for borrowed money in excess of $1,000,000 individually or $2,000,000 in the aggregate, in each case, except for (x) any such transactions among GOWell and its subsidiaries and (y) hedging or over-the-counter derivatives transactions in the ordinary course of business;

• except as required pursuant to any GOWell benefit plan, GOWell collective bargaining agreement or other written agreement, (A) materially increase the wages, salaries or compensation of its employees other than in the ordinary course of business (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than in the ordinary course of business, (C) grant any severance, change in control or termination or similar pay, other than in the ordinary course of business or as required by applicable law, (D) establish any trust or take any other action to secure the payment of any compensation payable by GOWell, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any material GOWell benefit plan with, for or in respect of any current consultant, officer, manager director or employee other than in connection with the Transactions or, except with respect to a director, officer or manager, in the ordinary course of business, (F) hire any employee with an annual base salary greater than or equal to $300,000 or engage any person as an independent contractor with annual payments greater than or equal to $300,000, in each case other than in the ordinary course of business or (G) terminate the employment of any employee with an annual base salary greater than or equal to $300,000 or due to death or disability other than for cause or in the ordinary course of business;

• waive any restrictive covenant obligations of any employee or individual independent contractor of GOWell or any of its subsidiaries;

• unless required by applicable law, a GOWell benefit plan or GOWell collective bargaining agreement, (A) modify, extend or enter into any GOWell collective bargaining agreement, or (B) recognize or certify any labor union, labor organization, works council or other employee-representative body as the bargaining representative for any employees of GOWell or its subsidiaries;

• (A) make, change or rescind any election in respect of taxes, (B) settle any material action in respect of taxes, (C) make any material change to its methods of tax accounting, (D) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material taxes may be issued (other than any extension resulting from an extension to file any tax return obtained in the ordinary course of business), (E) enter into a tax sharing agreement, tax indemnification agreement, tax allocation agreement or similar Contract (other than customary commercial contracts not primarily related to taxes), (F) file any amended material tax return, (G) enter into any “closing agreement” as described

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in Section 7121 of the Code (or any comparable, analogous or similar provision under any state, local or non-U.S. tax law) pertaining to taxes with any governmental authority, (H) change its jurisdiction of tax residence or establish a permanent establishment or other taxable presence in any jurisdiction outside its jurisdiction of incorporation or organization, as applicable, or (I) surrender or allow to expire any right to claim a refund of material taxes;

• (i) other than in the ordinary course of business or between GOWell and/or any of its subsidiaries, (a) sell, assign, transfer or license any GOWell owned intellectual property to any person, other than incidental licenses, or (b) abandon, permit to lapse, or otherwise dispose of any material GOWell registered intellectual property, or (ii) disclose any material trade secrets owned or held GOWell and/or its subsidiaries to any person who has not entered into a written confidentiality agreement or is not otherwise subject to enforceable confidentiality obligations;

• (i) other than in the ordinary course of business or between GOWell and/or any of its subsidiaries, (a) sell, assign, grant immunity (including a covenant not to assert), transfer or license any GOWell owned intellectual property to any person, other than incidental licenses, or (2) abandon, encumber, permit to lapse, or otherwise dispose of any material GOWell registered intellectual property; (ii) disclose any material trade secrets owned or held GOWell and/or its subsidiaries to any person who has not entered into a reasonable written confidentiality agreement or is not otherwise subject to enforceable confidentiality obligations; or (iii) subject any GOWell software to any copyleft terms;

• fail to use commercially reasonable efforts to maintain its books, accounts, and records in all material respects in the ordinary course of business consistent with past practices;

• enter into (A) any new line of business or (B) jurisdiction with respect to its current line of business;

• fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

• waive, release, assign, settle or compromise any claim or action (including any action relating to the Business Combination Agreement or the Transactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such party or its affiliates) not in excess of $200,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any liabilities or obligations, unless such amount has been reserved in the GOWell financial statements, as applicable;

• acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any of assets of any such person in each case, if the aggregate amount of consideration paid or transferred by GOWell and/or its subsidiaries would exceed $2,000,000 in the aggregate;

• make any capital expenditures in excess of $5,000,000 (individually for any project (or set of related projects) or $10,000,000 in the aggregate);

• adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

• sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of the properties, assets or rights of GOWell or its subsidiaries, taken as a whole, other than in the ordinary course of business;

• enter into any agreement, understanding or arrangement with respect to the voting or transfer of equity securities of GOWell or any of its subsidiaries;

• make any change in accounting methods, principles or practices, except as required by IFRS or GOWell’s auditors;

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• (A) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person or (B) enter into any contract or arrangement that would have been required to be listed in the SPAC Schedules if entered into prior to the date of the Business Combination Agreement (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business); or

• authorize or agree to do any of the foregoing actions.

Conduct of Business of SPAC

SPAC has agreed that, during the Interim Period, except as contemplated by the terms of the Business Combination Agreement, the Schedules or any ancillary document, or as required by applicable law, SPAC shall use its commercially reasonable efforts to (i) conduct its business, in all material respects, in the ordinary course of business consistent with past practices and (ii) preserve intact, in all material respects, its business organization, to keep available the services of its managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of its material assets, in each case consistent with past practice.

During the Interim Period, SPAC has also agreed not to, except as otherwise contemplated by the Business Combination Agreement, any ancillary documents, the SPAC Schedules or as required by applicable law or as consented to by GOWell in writing (which consent will not be unreasonably withheld, conditioned or delayed):

• amend, waive or otherwise change its organizational documents, other than for administrative or de minimis changes;

• authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities (including the units, ordinary shares and rights of SPAC) or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its shares or other equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities (including the units, ordinary shares and rights of SPAC) or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities;

• split, combine, recapitalize, subdivide or reclassify any of its shares or other equity interests (including the ordinary shares, redeemable warrants and private warrants of SPAC) or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities, except for redemptions from the Trust Account that are required in accordance with the IPO prospectus;

• (A) incur, create, assume or otherwise become liable for any indebtedness for borrowed money, (B) make a loan or advance to or investment in any third party, or (C) guarantee or endorse any indebtedness for borrowed money of any person, subject to limited exceptions;

• amend, waive or otherwise change the Trust Agreement in any manner;

• terminate, waive or assign any material right under any material agreement to which it is a party, or enter into any contract that would be a material agreement if entered into prior to the date of the Business Combination Agreement;

• establish any subsidiary or enter into any new line of business;

• fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

• waive, release, assign, settle or compromise any claim or action, other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages not in excess of $300,000 (individually or in the aggregate) unless such amount has been reserved in SPAC’s financial statements;

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• acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any assets of any such person, in each case if the aggregate amount of consideration paid or transferred by SPAC would exceed $50,000 in the aggregate;

• adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the Mergers);

• enter into any agreement, understanding or arrangement with respect to the voting or transfer of its equity securities (including the ordinary shares rights of SPAC);

• (A) make, change or rescind any election in respect of taxes, (B) settle any material action in respect of taxes, (C) make any material change to its methods of tax accounting, (D) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material taxes may be issued (other than any extension resulting from an extension to file any tax return obtained in the ordinary course of business), (E) enter into a tax sharing agreement, tax indemnification agreement, tax allocation agreement or similar contract (other than customary commercial contracts not primarily related to taxes), (F) file any amended material tax return, (G) enter into any “closing agreement” as described in Section 7121 of the Code (or any comparable, analogous or similar provision under any state, local or non-U.S. Tax Law) pertaining to taxes with any governmental authority, (H) change its jurisdiction of tax residence or establish a permanent establishment or other taxable presence in any jurisdiction outside its jurisdiction of incorporation or organization, as applicable, or (I) surrender or allow to expire any right to claim a refund of material Taxes;

• adopt or enter into any benefit plan (including granting or establishing any form of compensation or benefits to any current or former employee, officer, director or other individual service provider of SPAC);

• incur any expenses other than in connection with the implementation of the Transactions;

• (A) appoint any director to the board of directors of SPAC, (B) hire any employee or engage any individual independent contractor or other individual service provider, (C) enter into or amend any contract or transaction with any current or former employee, officer, director or other individual service provider of SPAC or (D) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any related person (other than advancement of expenses, in each case, provided in the ordinary course of business); or

• authorize or agree to do any of the foregoing actions.

Conduct of Business of PubCo during the Interim Period

PubCo has agreed that, during the Interim Period, except as contemplated by the terms of the Business Combination Agreement or any ancillary document, or as required by applicable law, PubCo shall use its commercially reasonable efforts to (i) conduct its business, in all material respects, in the ordinary course of business consistent with past practices and (ii) preserve intact, in all material respects, its business organization, to keep available the services of its managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of its material assets, in each case consistent with past practice.

During the Interim Period, PubCo has also agreed not to, except as otherwise contemplated by the Business Combination Agreement or any ancillary documents or as required by applicable law, or as consented to by SPAC in writing (which consent will not be unreasonably withheld, conditioned or delayed);

• amend, waive or otherwise change its organizational documents, other than for administrative or de minimis changes;

• authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities;

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• split, combine, recapitalize, subdivide or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

• (i) incur, create, assume or otherwise become liable for any indebtedness for borrowed money, (ii) make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business), or (iii) guarantee or endorse any indebtedness for borrowed money, except for any such transactions with GOWell and its subsidiaries;

• establish any subsidiary or enter into any new line of business;

• acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets in each case;

• make any capital expenditures;

• adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

• enter into any agreement, understanding or arrangement with respect to its voting or transfer of equity securities;

• take any action or knowingly fail to take any action that would reasonably be expected to cause certain representations of PubCo not to be true, correct and complete in all respects as of immediately prior to the First Merger Effective Time; or

• authorize or agree to do any of the foregoing actions.

Other Covenants of GOWell

Pursuant to the Business Combination Agreement, GOWell has agreed, among other things, to use reasonable best efforts to deliver to SPAC: (i) the audited consolidated statements of financial position, statements of profit or loss and other comprehensive income, statement of changes in equity and cash flows of GOWell and its subsidiaries as of and for the years ended December 31, 2023 and December 31, 2024, each audited in accordance with the auditing standards of the PCAOB and which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB Financial Statements”) not later than October 31, 2025, (ii) the unaudited condensed consolidated statements of financial position, statements of profit or loss and other comprehensive income, statement of changes in equity and cash flows of GOWell and its subsidiaries as of and for the nine-month period ending September 30, 2025, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “Interim Financial Statements”) not later than November 30, 2025; (iii) any other financial statements of GOWell and its subsidiaries required to be delivered by applicable law in connection with the registration statement, as promptly as reasonably practicable; and (iv) use its reasonable best efforts to solicit and obtain shareholder approval by way of unanimous written resolution or, in the event GOWell is not able to obtain such written consent, GOWell shall duly and promptly convene a meeting of its shareholders for the purpose of voting solely upon the GOWell shareholder matters.

Other Covenants of SPAC

Pursuant to the Business Combination Agreement, SPAC has agreed, among other things, to: (i) (A) keep current and timely file all of its public filings with the SEC (after giving effect to all applicable extension periods) and otherwise comply in all material respects with applicable securities laws and shall use commercially reasonable efforts to ensure that SPAC remains listed as a public company on, and for the SPAC Securities to remain listed on, Nasdaq and (B) cooperate with the other parties and use reasonable best efforts to take such actions as are reasonably necessary or advisable to cause the SPAC Securities to be delisted from Nasdaq and deregistered under the Exchange Act with such

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delisting and deregistration effective as soon as practicable following the Closing; (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of (A) as an ordinary resolution, the adoption and approval of the Business Combination Agreement, the Mergers and the other Transactions by SPAC Shareholders in accordance with SPAC’s Organizational Documents, the Cayman Companies Law and the rules and regulations of the SEC and Nasdaq (including any items required by laws to effect the Mergers and any other proposals as are required to implement the foregoing), (B) as a special resolution, the entry into the First Plan of Merger, (C) as an ordinary resolution (or if required by applicable law or the SPAC Articles, as a special resolution) the adoption and approval of any other proposals as the SEC may indicate are necessary in its comments to the registration statement or correspondence related thereto and (D) as an ordinary resolution (or if required by applicable law or the SPAC Articles, as a special resolution) the adoption and approval of such other matters GOWell and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions; and (iii) terminate certain agreements.

Joint Covenants

The Business Combination Agreement also contains certain other covenants and agreements made among the various parties, including that each of the parties will use its commercially reasonable efforts, and will cooperate fully with the other parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate the Transactions and to comply as promptly as practicable with all requirements of governmental authorities applicable to the Proposed Transactions, including using its commercially reasonable efforts to (i) prepare and promptly file all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all permits, consents, approvals, authorizations, registrations, waivers, qualifications and orders of, and the expiration or termination of waiting periods by, governmental authorities to satisfy the consummation of the Transactions and to fulfill the conditions to the Mergers and (iii) execute and deliver any additional instruments necessary to consummate the Transactions.

Furthermore, the Business Combination Agreement contains additional customary covenants and agreements among the various parties pertaining to, among other matters:

• taking all necessary action within its power so that, with effect from the Closing, the board of directors of PubCo is comprised of seven members of which (A) one shall be designated by SPAC, (B) three shall be designated by GOWell and shall include Xi Zhang, Wenhua Liu, and Guillaume Borrel and (C) at least three will qualify as “independent directors” as defined in Nasdaq rules and be eligible to serve on an audit committee, one of whom shall be appointed by SPAC;

• the preparation and filing of this registration statement on Form F-4 and the proxy statement/prospectus included herein (and any amendments and supplements) for the purpose of soliciting proxies or votes from SPAC Shareholders for the matters to be acted upon at the extraordinary general meeting and providing SPAC Shareholders an opportunity to exercise their redemption rights;

• confidentiality and public release, filing, announcement and other communications regarding the Business Combination Agreement, the ancillary documents and the transactions contemplated thereby and related matters;

• promptly giving notice to the other party of any action related to the Business Combination Agreement or the transactions contemplated by the Business Combination Agreement, keeping the other party reasonably informed with respect to its status and providing the other party with the opportunity to participate in the defense of any such action;

• development of the terms of a new equity incentive plan to be adopted by PubCo no later than the Closing, the total size of which shall equal no more than 10% of PubCo’s outstanding capital stock as of immediately after the Closing;

• director and officer indemnification; and

• GOWell and SPAC shall reasonably cooperate with each other and provide reasonable assistance and information as reasonably requested by the other in connection with any PIPE Investment.

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Exclusivity

Each party to the Business Combination Agreement has agreed that during the Interim Period, each party will not, without the prior written consent of GOWell and SPAC, directly or indirectly, (i) solicit, initiate or knowingly facilitate or assist the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal (as defined in the Business Combination Agreement), (ii) furnish any non-public information regarding such party or its affiliates (or, with respect to GOWell, its subsidiaries) or their respective businesses, operations, assets, liabilities, financial condition, prospects or employees to any person or group (other than a Party to the Business Combination Agreement or their respective representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any person or group with respect to, or that would reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement in furtherance of any Acquisition Proposal, (vi) release any third party from, or waive any provision of, any confidentiality agreement to which such party is a party, (vii) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to consummate an Alternative Transaction or (viii) agree or otherwise commit to enter into or engage in any of the foregoing. Each party shall notify the others as promptly as practicable (and in any event within 48 hours) orally and in writing of the receipt by such party or any of its representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that would reasonably be expected to result in an Acquisition Proposal, specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry, proposal, offer or request for information. Each party shall keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each party shall, and shall cause its representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any person with respect to any Acquisition Proposal and shall, and shall direct its representatives to, cease and terminate any such solicitations, discussions or negotiations.

Conditions to Closing

The respective obligations of each party to consummate the Transactions, including the Mergers, are subject to the satisfaction, or written waiver (where permissible), by GOWell and SPAC of the following conditions:

• SPAC’s shareholders having approved and adopted the Required Shareholder Approval (as defined in the Business Combination Agreement);

• GOWell’s shareholder having approved the Company Shareholder Approval.

• the absence of any law or governmental order, inquiry, proceeding or other action that would prohibit the Transactions;

• the PubCo Ordinary Shares (including those to be issued pursuant to the Business Combination Agreement and the Subscription Agreements) having been conditionally approved for listing on Nasdaq, subject only to official notice thereof; and

• the Registration Statement (and any amendments and supplements) shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC that remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and not withdrawn.

Conditions to the Obligations of GOWell

The obligations of GOWell to consummate the Transactions are subject to the satisfaction, or written waiver (by GOWell, where permissible) of the following conditions:

• the representations and warranties of SPAC being true and correct as determined in accordance with the Business Combination Agreement;

• SPAC having performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the Closing Date;

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• SPAC having delivered to GOWell a certificate dated as of the Closing Date, signed by an officer of SPAC, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement;

• no Material Adverse Effect shall have occurred with respect to SPAC that is continuing and uncured;

• SPAC having made all necessary and appropriate arrangements with the trustee to have all of the funds held in the Trust Account disbursed to SPAC on the Closing Date, and all such funds released from the Trust Account be available to the surviving company; and

• the ancillary documents required to be executed by SPAC according to the Business Combination Agreement at or prior to the Closing Date shall have been executed and delivered to GOWell.

Conditions to the Obligations of SPAC

The obligations of SPAC to consummate the Transactions are subject to the satisfaction, or written waiver (by SPAC where permissible) of the following conditions:

• the representations and warranties of GOWell being true and correct as determined in accordance with the Business Combination Agreement;

• each of GOWell and PubCo having performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants under the Business Combination Agreement to be performed or complied with by them on or prior to the Closing Date;

• GOWell having delivered to SPAC a certificate dated as of the Closing Date, signed by each of GOWell and PubCo, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement but in each case, solely with respect to themselves;

• no Material Adverse Effect shall have occurred with respect to GOWell that is continuing and uncured;

• the ancillary documents required to be executed by GOWell and PubCo according to the Business Combination Agreement at or prior to the Closing Date shall have been executed and delivered to SPAC; and

• all of the indebtedness due and outstanding under certain contracts of GOWell will have been discharged in full.

Termination

The Business Combination Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing Date, notwithstanding receipt of any requisite approval and adoption of the Business Combination Agreement and the Transactions by the shareholders of any party, as follows:

• by mutual written consent of SPAC and GOWell;

• by written notice by either SPAC or GOWell to the other if any of the closing conditions set forth in the Business Combination Agreement have not been satisfied or waived by September 30, 2026 (the “Outside Date”); provided, however, that the right to terminate the Business Combination Agreement under such provision shall not be available to a party if the breach or violation by such party or its affiliates (or with respect to GOWell, its shareholders or PubCo) of any representation, warranty, covenant or obligation under this Agreement was the principal cause of the failure of such closing condition on or before the Outside Date;

• by written notice by either SPAC or GOWell if any governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or order that is then in effect and which has the effect of making the Transactions illegal or otherwise prohibiting the transactions contemplated by the Business Combination Agreement, and such order or other action has become final and non-appealable; provided, however, that the right to terminate the Business Combination Agreement pursuant to such section will not be available to a party if the failure

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by such party or its affiliates (or with respect to GOWell, its shareholders or PubCo) to comply with any provision of the Business Combination Agreement was the principal cause of such order, action or prohibition;

• by written notice by GOWell to SPAC upon a breach of any representation, warranty, covenant or agreement on the part of SPAC set forth in the Business Combination Agreement, or if any representation or warranty of SPAC becomes untrue or inaccurate, in any case such that the related closing conditions contained in the Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights;

• by written notice by SPAC to GOWell upon a breach of any warranty, covenant or agreement on the part of GOWell or PubCo set forth in the Business Combination Agreement, or if any representation or warranty of such parties becomes untrue or inaccurate, in any case such that the related closing conditions contained in the Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights;

• by written notice by GOWell to SPAC if the Company Funding Threshold has not been achieved on or prior to the date that is two Business Days following the date of the Business Combination Agreement;

• by written notice by GOWell to SPAC if the SPAC Securities are no longer listed on the Nasdaq or another national securities exchange;

• by written notice by either SPAC or GOWell if the extraordinary general meeting of shareholders is held and has concluded, SPAC Shareholders have duly voted, and the Required Shareholder Approval is not obtained; or

• by written notice by SPAC to GOWell if the Company Shareholder Approval is not obtained within 10 Business Days after the Registration Statement Effective Date (subject to certain conditions).

Fees and Expenses

Subject to the terms and conditions of the Business Combination Agreement, the fees and expenses incurred in connection with the Business Combination Agreement will be paid by the party incurring such fees or expenses. However, if the Business Combination Agreement is terminated in accordance with its terms, GOWell will pay, or cause to be paid, all unpaid GOWell expenses and SPAC will pay, or cause to be paid, all unpaid SPAC expenses. If the Closing occurs, then PubCo will pay, or cause to be paid, all unpaid GOWell and SPAC expenses as of such time. The Business Combination Agreement caps SPAC Transaction Expenses at $9,000,000, which cap includes any extension payment deposited into the Trust Account in connection with any extension of the completion window (if any). An additional amount mutually determined by the SPAC and GOWell may be incurred for marketing and promotion expenses specifically related to the Transactions, which will include the cash advisory fees payable to Cohen & Company Capital Markets. Further, for purposes of the cap on SPAC Transaction Expenses, deferred underwriting commissions and certain advisory fees of financial or capital markets advisors will not be considered a SPAC Transaction Expense.

Governing Law

The Business Combination Agreement is governed by and construed in accordance with the laws of the State of Delaware applicable to contracts executed in and performed in the State of Delaware.

Amendments

The Business Combination Agreement may be amended or modified only by a written agreement executed by GOWell and SPAC.

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ANCILLARY DOCUMENTS

This section describes the material provisions of certain additional agreements that were entered into concurrently with, or will be entered into pursuant to (as applicable) the Business Combination Agreement, which are referred to herein as the “Ancillary Documents,” but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Ancillary Documents. Shareholders and other interested parties are urged to read such Ancillary Documents in their entirety prior to voting on the proposals presented at the EGM. For the purposes of this section “Ancillary Documents”, capitalized terms not defined herein shall have the meaning ascribed to them in the Business Combination Agreement and/or Ancillary Documents as relevant.

SPAC Holders Support Agreement

In connection with the execution of the Business Combination Agreement, on October 13, 2025, the Sponsors and Representatives entered into the SPAC Holders Support Agreement with Company and PubCo, pursuant to which the Sponsors and Representatives agreed to vote, at any meeting of the SPAC Shareholders, (i) in favor of the Condition Precedent Proposals, and any matters or actions in furtherance thereof, (ii) in favor of any Adjournment Proposal, if proposed, and (iii) against any Alternative Transaction, any proposal, action, transaction, or agreements that may frustrate any provision of the Business Combination Agreement, and any proposal that may result in a change in the SPAC’s management team, business, or the SPAC Board. In addition, the SPAC Holders Support Agreement prohibits the Sponsors and Representatives from, among other things, selling, assigning or transferring any SPAC Ordinary Shares held by them except to certain permitted transferees, until the earliest of (x) the Second Merger Effective Time and (y) such date or time as the Business Combination Agreement is validly terminated.

Pursuant to the SPAC Holders Support Agreement, each of the Sponsors irrevocably and unconditionally agreed not to submit any SPAC Class A Shares owned by them for redemption in connection with the Business Combination, and the Sponsors agreed to comply with their non-redemption obligations as specified in the A&R Letter Agreement entered into in connection with the Sponsor Transaction.

No consideration has been or will be paid by PubCo, SPAC or GOWell to the Sponsors and Representatives in connection with such agreements.

A copy of the SPAC Holders Support Agreement is attached as Annex E to this proxy statement/prospectus.

Company Support Agreement

Concurrently with and immediately prior to the signing of the Business Combination Agreement, on October 13, 2025, the GOWell Shareholder entered into the Company Support Agreement with SPAC, Company and PubCo, pursuant to which the GOWell Shareholder agreed to vote, at any meeting of GOWell’s shareholders, (i) in favor of the Condition Precedent Proposals, and any matters or actions in furtherance thereof, (ii) in favor of any Adjournment Proposal, if proposed, and (iii) against any Alternative Transaction, any proposal, action, transaction, or agreements that may frustrate any provision of the Business Combination Agreement, and any proposal that may result in a change in GOWell’s management team, business, or its board of directors. Additionally, the GOWell Shareholder agreed not to modify or amend any contract between or among the GOWell Shareholder or its affiliates, on the one hand, and GOWell or any of its subsidiaries, on the other hand (other than, in each case, as contemplated by the Business Combination Agreement or Ancillary Documents). Solely to the extent the GOWell Shareholder fails or refuses to take any of the actions previously described, the GOWell Shareholder appoints, as its proxy and attorney-in-fact, SPAC or its designees, with full power of substitution and re-substitution, to vote and represent at any shareholder meeting of GOWell, and to execute and deliver by written consent of GOWell’s shareholders, with respect to all Company Ordinary Shares held by the GOWell Shareholder.

In addition, the Company Support Agreement prohibits the GOWell Shareholder from, among other things, selling, assigning or transferring any Company Ordinary Shares held by it except to certain permitted transferees, until the earliest of (x) the Second Merger Effective Time and (y) such date or time as the Business Combination Agreement is validly terminated.

No consideration has been or will be paid by PubCo, SPAC or GOWell to the GOWell Shareholder in connection with such agreements.

A copy of the Company Support Agreement is attached as Annex D to this proxy statement/prospectus.

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New Registration Rights Agreement

In connection with the Closing, PubCo, the GOWell Shareholder, the Sponsors, Representatives, SPAC, the PIPE Investors, and the other parties signatory thereto will enter into the New Registration Rights Agreement. Pursuant to the New Registration Rights Agreement, among other things, PubCo will agree that, within 30 calendar days following the Closing Date, PubCo will file with the SEC (at PubCo’s sole cost and expense) a Shelf Registration Statement to register the sale or resale of all of the Registrable Securities, and PubCo will use its commercially reasonable efforts to have the Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but in any case no later than, (a) if the SEC informs PubCo that it will “review” the Shelf Registration Statement, the 90th calendar day after filing the Shelf Registration Statement, or (b) if the SEC informs PubCo that it will not “review” the Shelf Registration Statement, the tenth (10th) business day after PubCo is so notified.

Additionally, (x) Holders of at least a majority-in-interest of the then outstanding number of Registrable Securities, (y) the New Sponsor and (z) affiliates of the New Sponsor may make written demands for registration under the Securities Act of all or part of their Registrable Securities, provided that the Registrable Securities are no longer subject to lock-up and at least 12 months have passed since the filing of the Form 10 information (as defined in Rule 144(i)(3) of the Securities Act) with the SEC. Pursuant to the New Registration Rights Agreement, PubCo will also provide customary “piggyback” registration rights, subject to certain requirements and customary conditions.

PubCo will pay certain expenses relating to such registrations and indemnify the shareholders against certain liabilities.

The New Registration Rights Agreement amends and restates the registration rights agreement that was entered into by SPAC, the Prior Sponsor and the Representatives in connection with the IPO, to which the New Sponsor executed a joinder to become party thereto. The New Registration Rights Agreement will terminate on the earlier of (a) the tenth (10th) anniversary of the date of the New Registration Rights Agreement, (b) the date of which no Registrable Securities remain outstanding, and (c) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities.

We estimate that approximately 67,238,047 PubCo Ordinary Shares will be subject to registration rights pursuant to the New Registration Rights Agreement and the Subscription Agreements, representing 143% of the total issued and outstanding PubCo Ordinary Shares following the Business Combination.

A copy of the Form of New Registration Rights Agreement is attached as Annex H to this proxy statement/prospectus.

Lock-Up Agreements

In connection with the Closing, the Sponsors, Representatives, and any Insiders (if applicable) will enter into the SPAC Lock-Up Agreement with PubCo, pursuant to which each of the parties will agree not to transfer any PubCo Ordinary Shares from the Closing Date until, (i) with respect to the General Lock-Up Securities, the earlier of (x) the six (6) months after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property and (ii) with respect to the Private Placement Lock-Up Securities, the earlier of (x) thirty (30) days after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. While the SPAC and GOWell currently expect that all of the General Lock-Up Securities and Private Placement Lock-Up Securities held by the Sponsors, Representatives, and Insiders will be subject to the above-described transfer restrictions, the SPAC and GOWell may mutually determine to exclude from such lock-ups some or all of such securities if deemed necessary or desirable. If SPAC and GOWell waive any such lock-up, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the deadline for submitting redemption requests or the EGM.

Also in connection with the Closing, the GOWell Shareholder will enter into the Company Lock-Up Agreement with PubCo, pursuant to which the GOWell Shareholder will agree not to transfer any PubCo Ordinary Shares it receives in connection with the Business Combination Agreement until the earlier of (x) six (6) months after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.

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We estimate that approximately 31,964,186 PubCo Ordinary Shares will be subject to lock-up pursuant to the Lock-Up Agreements (which includes all of the shares to be held by the Sponsors, Representatives, and the GOWell Shareholder), representing approximately 68% of the total issued and outstanding PubCo Ordinary Shares following the Business Combination.

Copies of the Form of Sponsor Lock-Up Agreement and Form of Company Lock-Up Agreement are attached as Annex F and Annex G, respectively, to this proxy statement/prospectus.

Set forth below is a tabular presentation of the post-closing lock-ups.

Lock-Up Party		Number and Type of Securities		Lock-Up Period		Permitted Transferees
Prior Sponsor		(a) 2,028,750 PubCo Ordinary Shares upon the exchange of 2,028,750 Retained Shares in the First Merger, and (b) 150,000 PubCo Ordinary Shares upon the separation of the Private Placement Units in the Unit Separation and exchange of SPAC Class A Shares in the First Merger.		With respect to (a), the General Lock-Up Period(1), and with respect to (b) the Private Placement Lock-Up Period(2)		Permitted Transferees(3)
New Sponsor		990,000 PubCo Ordinary Shares upon the exchange of 990,000 Founder Shares in the First Merger.		General Lock-Up Period(1)		Permitted Transferees(3)
Representatives		168,750 PubCo Ordinary Shares upon the separation of Private Placement Units in the Unit Separation and exchange of SPAC Class A Shares in the First Merger.		Private Placement Lock-Up Period(2)		Permitted Transferees(3)
GOWell Shareholder		Company Consideration Shares, representing the consideration payable to the GOWell Shareholder, shall consist of PubCo Ordinary Shares in an amount equal to the quotient of (x) $300,000,000 divided by (y) the Redemption Price.		General Lock-Up Period(1)		Permitted Transferees(3)

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(1) The General Lock-Up Period is the period commencing immediately following the Closing Date until the earlier of (x) the six (6) months after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.

(2) The Private Placement Lock-Up Period is the period commencing immediately following the Closing Date until the earlier of (x) thirty (30) days after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.

(3)      The lock-up restrictions will not apply to the following transfers: (a) to PubCo’s officers or directors, any Affiliates or immediate family members of any of PubCo’s officers or directors, any members or partners of either of the Sponsors or their Affiliates, any Affiliates of either of the Sponsors, or any employees of such Affiliates; (b) in the case of an individual, to any immediate family members of such individual; (c) to any investment funds or vehicles controlled or managed by the securityholder or any of its Affiliates; (d) by gift to a trust, the beneficiary of which is a Person to whom a Transfer would be permitted under the Permitted Transfers (as defined below), or to a charitable organization; (e) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (f) in the case of an individual, pursuant to a qualified domestic relations order; (g) in the case of an individual, to a partnership, limited liability company or other entity of which such individual and/or the family members of such individual are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (h) to a nominee or custodian of a Person to whom a Transfer would be permitted under clause (a); (i) pursuant to any legal, regulatory or other order; (j) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (k) in the case of an entity, as part of a distribution to members, partners, shareholders or equityholders of the entity; (l) by virtue of the laws of an entity’s jurisdiction of incorporation or organization, an entity’s organizational documents or the rights attaching to the equity interests in the entity upon dissolution of such entity; (m) in connection with the exercise of any options, warrants or other convertible securities to purchase PubCo Ordinary Shares

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(which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis) to the extent that any PubCo Ordinary Shares issued upon such exercise are GOWell Lock-Up Securities; (n) in the case of an entity, to satisfy tax withholding obligations in connection with such entity’s equity incentive plans or arrangements; (o) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (p) in connection with a transfer pursuant to a bona fide third party tender offer, merger, consolidation, liquidation, share exchange or other similar transaction made to all holders of PubCo Ordinary Shares involving a change of control of PubCo or which results in all of the holders of PubCo Ordinary Shares having the right to exchange their PubCo Ordinary Shares for cash, securities or other property subsequent to the consummation of such transaction; (q) the entry, by the securityholder, at any time on or after the Closing Date, of any trading plan providing for the sale of GOWell Lock-Up Securities, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any GOWell Lock-Up Securities during the applicable Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the applicable Lock-Up Period; and (r) to satisfy any U.S. federal, state, or local income tax obligations of a Securityholder (or its direct or indirect owners) arising from a change in the Code or Regulations after the date on which the Business Combination Agreement was executed by the parties, and such change prevents the Business Combination from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Business Combination does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case solely and to the extent necessary to cover any tax liability as a direct result of the transaction; provided, that in each of clauses (a) through (l) and o), the transferee must enter into a written agreement in substantially the same form as the Lock-Up Agreements, as applicable, agreeing to be bound by the same lock-up restrictions (unless the transferee is PubCo). If dividends are declared and payable on any of the GOWell Lock-Up Securities, such dividends will also be GOWell Lock-Up Securities subject to the applicable lock-up restrictions.

Subscription Agreements

In connection with the transactions contemplated by the Business Combination Agreement, the Company entered into (i) the Signing PIPE Subscription Agreement with the New Sponsor, pursuant to which New Sponsor agreed to purchase approximately $20 million of Company Preferred Shares and Company Warrants, which transactions were consummated concurrently with the execution of the Business Combination Agreement and (ii) the Closing PIPE Subscription with the Closing PIPE Investor, pursuant to which the Closing PIPE Investor agreed to purchase approximately $50 million of Company Preferred Shares and Company Warrants, which transactions will be consummated immediately prior to the Second Merger Effective Time.

The Subscription Agreements include customary representations and warranties from the Company and the investors and customary closing conditions. The Subscription Agreements also include customary covenants and agreements related to transfer restrictions and indemnification. In addition, as described above, PubCo and the PIPE Investors will enter into the New Registration Rights Agreement.

Dividends: Pursuant to the Business Combination Agreement, the Company Preferred Shares and the Company Warrants will convert into the PubCo Preferred Shares and PubCo Warrants respectively. Each of the Company Preferred Shares (prior to the Closing) and the PubCo Preferred Shares (following the Closing) will accrue dividends daily at the rate of 10% per annum of the Accrued Value (if paid in kind), or 8% per annum of the Accrued Value (if paid in cash). Such dividends will compound semi-annually.

Liquidation Preference: Upon a Deemed Liquidation Event (as defined in the PubCo A&R Articles), disposal of all, or a substantial part of, the business and assets of the Company or PubCo, or on a distribution of assets on a liquidation, dissolution or winding up of the Company or PubCo (whether voluntarily or involuntarily) or a return of capital (other than a conversion, redemption, buyback or purchase of Company or PubCo securities), the holders of Company Preferred Shares (prior to the Closing) and PubCo Preferred Shares (following the Closing) will be entitled to receive out of the available proceeds, before any distribution is made to holders of ordinary shares or any other junior securities, an amount per share equal to the greater of (i) 100% of the Accrued Value, provided that if there are insufficient surplus assets remaining after payment of or provision for its liabilities, together with any other assets available for distribution to its members, to the extent lawfully permitted to do so (“Surplus Assets”), to distribute the amounts per Company Preferred Share or PubCo Preferred Share equal to the Accrued Value, the remaining Surplus Assets will be distributed to each holder of Company Preferred Shares or PubCo Preferred Shares pro rata to their respective aggregate Accrued Value, and (ii) such amount per share as would have been payable had all shares of Company Preferred Shares or PubCo Preferred Shares been converted into Company Ordinary Shares or PubCo Ordinary Shares immediately prior to such event.

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Voting: Each of the Company Preferred Shares (prior to the Closing) and the PubCo Preferred Shares (following the Closing) votes together with the Company Ordinary Shares or PubCo Ordinary Shares, as applicable, except as required by law and as noted below under “Protective Provisions.” Each holder of Company Preferred Shares or PubCo Preferred Shares (for the avoidance of doubt, counted on an as-converted basis) will be entitled to cast one vote for each Company Preferred Share or PubCo Preferred Share held by such holder as of the record date for determining shareholders entitled to vote on such matter.

Protective Provisions: For as long as Inflection Point Entities hold at least 20% of the PubCo Preferred Shares on issue, PubCo will not, without the consent of the holders of more than 50%, by number, of the issued and outstanding Preferred Shares (the “Series A Majority”), take any of the following actions: (a) liquidate, dissolve or wind-up the affairs of PubCo, (b) create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other security convertible into or exercisable for any equity security, unless such security ranks junior to the PubCo Preferred Shares with respect to its rights, preferences and privileges (including rights to receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up), (c) increase the authorized share capital of the PubCo Preferred Shares, (d) purchase or redeem or pay any cash dividend on any PubCo security ranking junior to the PubCo Preferred Shares (with respect to rights to receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up), except for PubCo securities being repurchased by the Company at cost from employees in connection with the cessation of their service or pursuant to the terms of any equity incentive plan adopted by PubCo, (e) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under an incentive plan, equity plan or equity-based compensation plan adopted by PubCo, or with respect to employment, consulting or award agreements with respect to executive officers or directors of PubCo, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of PubCo, or (f) incur or guarantee any new indebtedness other than equipment leases or trade payables incurred in the ordinary course of business. Holder(s) of the Company Preferred Shares are also entitled to similar rights described above.

Copies of the form of Signing PIPE Subscription Agreement and Closing PIPE Subscription Agreement are attached as Annex I and Annex J, respectively, to this proxy statement/prospectus, and the form of PubCo Warrant is attached as Annex K to this proxy statement/prospectus.

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MATERIAL TAX CONSIDERATIONS

Material U.S. Federal Income Tax Considerations to U.S. Holders

The following discussion is a summary of the material U.S. federal income tax considerations applicable to you if you are a U.S. Holder (as defined below) of SPAC Class A Shares and SPAC Rights, as a consequence of (i) electing to have your shares redeemed for cash pursuant to the redemption provisions described in the section entitled “The Extraordinary General Meeting of SPAC Shareholders — Redemption Rights” (a “Redemption”), (ii) the conversion of your SPAC Rights into SPAC Class A Shares or the cancellation of your SPAC Rights, (iii) the First Merger, and/or (iv) the ownership and disposition of PubCo Ordinary Shares after the Business Combination. With respect to the ownership and disposition of PubCo Ordinary Shares, this discussion is limited to PubCo Ordinary Shares received in the First Merger solely as a result of holding SPAC Class A Shares. This discussion addresses only those U.S. Holders that hold SPAC Class A Shares and/or SPAC Rights as capital assets within the meaning of Section 1221 of the Code (generally property held for investment).

This discussion does not address the U.S. federal income tax consequences to SPAC’s founders, the Sponsors or any other sponsors, officers or directors of SPAC, or to any holders of SPAC Class B Shares, and/or Private Placement Units. In addition, this summary does not address any U.S. federal income tax consequences to PIPE Investors or other investors that directly or indirectly hold equity interests in GOWell prior to the Business Combination, including direct or indirect holders of equity interests in SPAC that also hold, directly or indirectly, equity interests in GOWell. Moreover, this discussion does not address all U.S. federal income tax considerations that may be relevant to any particular investor’s particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply to investors subject to special rules under U.S. federal income tax law, such as:

• banks, financial institutions or financial services entities;

• broker-dealers;

• taxpayers that are subject to the mark-to-market tax accounting rules;

• tax-exempt entities;

• governments or agencies or instrumentalities thereof;

• insurance companies;

• pension funds;

• mutual funds;

• regulated investment companies;

• real estate investment trusts;

• persons that acquired SPAC Class A Shares or SPAC Rights pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

• “specified foreign corporations” (including controlled foreign corporations), passive foreign investment companies or corporations that accumulate earnings to avoid U.S. federal income tax;

• tax-exempt organizations (including private foundations);

• persons that hold SPAC Class A Shares or SPAC Rights or who will hold PubCo Ordinary Shares as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale,” “wash sale,” or other integrated or similar transaction for U.S. federal income tax purposes;

• persons that have a functional currency other than the U.S. dollar;

• U.S. expatriates or former long-term residents of the U.S.;

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• persons owning or considered as owning (directly, indirectly, or through attribution) 5 percent (measured by vote or value) or more of the SPAC Class A Shares, or, following the Business Combination, PubCo Ordinary Shares;

• persons who acquire or acquired shares, warrants, rights, or other securities as part of or in connection with the Signing PIPE Investment, the Closing PIPE Investment, or any similar arrangement;

• accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code;

• partnerships (or entities or arrangements classified as partnerships or other pass-through entities for U.S. federal income tax purposes, including S corporations) and any beneficial owners of such partnerships or other pass-through entities; and

• persons who are not U.S. Holders, all of whom may be subject to tax rules that differ materially from those summarized below.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) or other pass-through entity holds SPAC Class A Shares, SPAC Rights, or PubCo Ordinary Shares, the tax treatment of a partner or other member in such partnership or other pass-through entity generally will depend upon the status of the partner or other member, the activities of the partnership or other pass-through entity and certain determinations made at the partner or member level. If you are a partner or member of a partnership or other pass-through entity holding SPAC Class A Shares, SPAC Rights, or PubCo Ordinary Shares, you are urged to consult your tax advisor regarding the tax consequences to you of a Redemption, the conversion of your SPAC Rights into SPAC Class A Shares or the cancellation of your SPAC Rights, the First Merger, and/or the ownership and disposition of PubCo Ordinary Shares by the partnership or other pass-through entity.

This discussion is based on the Code, the regulations promulgated by the U.S. Treasury Department (“Treasury Regulations”), and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. Neither SPAC nor PubCo has sought, or intends to seek, any rulings from the Internal Revenue Service (the “IRS”) as to any U.S. federal income tax considerations described herein. Accordingly, there can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

THIS DISCUSSION IS ONLY A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH A REDEMPTION, THE CONVERSION OF YOUR SPAC RIGHTS INTO SPAC CLASS A SHARES OR THE CANCELLATION OF YOUR SPAC RIGHTS, THE FIRST MERGER, AND THE OWNERSHIP AND DISPOSITION OF PUBCO ORDINARY SHARES. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF A REDEMPTION, THE CONVERSION OF YOUR SPAC RIGHTS INTO SPAC CLASS A SHARES OR THE CANCELLATION OF YOUR SPAC RIGHTS, THE FIRST MERGER, AND THE OWNERSHIP AND DISPOSITION OF PUBCO ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

No statutory, administrative or judicial authority directly addresses the treatment of a unit or instruments similar to a unit for U.S. federal income tax purposes, and therefore, that treatment is not entirely clear. For purposes of this discussion, because any SPAC Unit consisting of one SPAC Class A Share and one SPAC Right is separable at the option of the holder, SPAC is treating any SPAC Class A Share and SPAC Right held by a U.S. Holder in the form of a single SPAC Unit as separate instruments and is assuming that the SPAC Unit itself will not be treated as an integrated instrument. Accordingly, the separation of a SPAC Unit in connection with the consummation of the Business Combination should not be a taxable event for U.S. federal income tax purposes. For U.S. federal income tax purposes, each U.S. Holder of a SPAC Unit must allocate the purchase price paid by such holder for such SPAC Unit between the one SPAC Class A Share and the one SPAC Right based on the relative fair market value of each at the time of issuance. Under U.S. federal income tax law, each U.S. Holder must make his or her own determination of such value based on all the relevant facts and circumstances. Therefore, each U.S. Holder is strongly urged to consult his or her tax advisor regarding the determination of value for these purposes. The price allocated to the SPAC

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Class A Share and the one SPAC Right should be the U.S. Holder’s initial tax basis in such SPAC Class A Share or SPAC Right, as applicable. The foregoing treatment of the SPAC Units, SPAC Class A Shares and SPAC Rights and a U.S. Holder’s purchase price allocation are not free from doubt and are not binding on the IRS or the courts. Because there are no authorities that directly address instruments that are similar to the SPAC Unit, no assurance can be given that the IRS or the courts will agree with the characterization described above or the discussion below. Accordingly, each U.S. Holder is urged to consult its tax advisors regarding the tax consequences with respect to their SPAC Units. The balance of this discussion assumes that the characterization of the SPAC Units described above is respected for U.S. federal income tax purposes.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of SPAC Class A Shares or SPAC Rights, or of PubCo Ordinary Shares, as the case may be, that is:

• an individual who is a U.S. citizen or resident of the United States;

• a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury Regulations to be treated as a U.S. person.

Tax Consequences for U.S. Holders of SPAC Class A Shares Exercising Redemption Rights

If you are a U.S. Holder and elect to redeem some or all of your SPAC Class A Shares in a Redemption, subject to the discussion below of the rules applicable to a PFIC, the treatment of the transaction for U.S. federal income tax purposes generally will depend on whether the Redemption qualifies as a sale of the SPAC Class A Shares under Section 302 of the Code that is taxable as described below under the heading “— Taxable Sale or Exchange of SPAC Class A Shares,” or rather as a distribution that is taxable as described below under the heading “ — Taxation of Distributions.” Generally, whether the Redemption qualifies for sale or distribution treatment will depend largely on the total number of SPAC Class A Shares held or treated as held by the U.S. Holder immediately after the Redemption (including any shares constructively owned by the U.S. Holder and taking into account any ownership in PubCo Ordinary Shares immediately after the Business Combination) relative to the total number of SPAC shares held or treated as held by the U.S. Holder immediately before such Redemption. A Redemption generally will be treated as a sale of SPAC Class A Shares (rather than as a distribution) if the Redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in SPAC or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder generally takes into account not only stock actually owned by the U.S. Holder, but also SPAC shares that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option. In order to meet the substantially disproportionate test, the percentage of outstanding voting stock of SPAC (including the PubCo Ordinary Shares received in exchange therefor) actually and constructively owned by the U.S. Holder immediately following the Redemption must, among other requirements, be less than 80% of such voting stock actually and constructively owned by the U.S. Holder immediately before the Redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the SPAC shares actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the SPAC shares actually owned by the U.S. Holder are redeemed, and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members, the U.S. Holder does not constructively own any other stock and certain other requirements are met. A Redemption will not be essentially equivalent to a dividend if such Redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in SPAC. Whether the Redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in SPAC will depend on the particular facts and circumstances. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

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If none of the foregoing tests are satisfied, then the Redemption will be treated as a distribution and the tax effects will be as described below under “— Taxation of Distributions.”

U.S. Holders of SPAC Class A Shares considering exercising their Redemption rights are urged to consult their tax advisors to determine whether the Redemption would be treated as a sale or as a distribution under the Code.

Taxable Sale or Exchange of SPAC Class A Shares

Subject to the discussion of the PFIC rules below, if any Redemption qualifies as a sale of a SPAC Class A Share (rather than a distribution with respect to such SPAC Class A Share), a U.S. Holder generally will recognize gain or loss in an amount equal to the difference between (i) the cash received in the Redemption and (ii) the U.S. Holder’s adjusted tax basis in such SPAC Class A Share. Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period for such SPAC Class A Share exceeds one year. A U.S. Holder’s adjusted tax basis in a SPAC Class A Share generally will equal the U.S. Holder’s acquisition cost of such share (which, if such SPAC Class A Share was acquired as part of a SPAC Unit, is the portion of the purchase price of the SPAC Unit allocated to such SPAC Class A Share). Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deductibility of capital losses is subject to limitations.

Taxation of Distributions

Subject to the PFIC rules discussed below, if a Redemption is taxable as a distribution for U.S. federal income tax purposes, such distribution generally will be taxable as a dividend for U.S. federal income tax purposes to the extent paid from SPAC’s current or accumulated earnings and profits, in each case, as determined under U.S. federal income tax principles. Distributions in excess of SPAC’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its SPAC Class A Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the SPAC Class A Shares and will be treated as described above under “— Taxable Sale or Exchange of SPAC Class A Shares.” PubCo (which, as discussed below, should be a continuation of SPAC for U.S. federal income tax purposes) does not expect that it will maintain calculations of earnings and profits under U.S. federal income tax principles for purposes of determining whether a distribution is a dividend for U.S. federal income tax purposes. Thus, it is expected that the full amount of any distributions will be reported as dividends for U.S. federal income tax purposes. Amounts treated as dividends that SPAC pays to a U.S. Holder that is a taxable corporation generally will be taxed at regular rates and will not qualify for the dividends received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect to non-corporate U.S. Holders, under tax laws currently in effect and subject to certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), dividends generally will be taxed at the lower applicable long-term capital gains rate only if the SPAC Class A Shares are readily tradable on an established securities market in the United States, SPAC is not treated as a PFIC at the time the dividend was paid or in the preceding year and provided certain holding period requirements are met. Because SPAC believes that it likely was a PFIC for the taxable years ended December 31, 2024 and December 31, 2025 (as discussed below under “— PFIC Considerations in the Business Combination”), dividends that SPAC pays to a non-corporate U.S. Holder may not constitute “qualified dividends” that would be taxable at a reduced rate.

IF YOU ARE A HOLDER OF SPAC CLASS A ORDINARY SHARES CONTEMPLATING EXERCISE OF YOUR REDEMPTION RIGHTS, YOU ARE URGED TO CONSULT YOUR TAX ADVISOR CONCERNING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES THEREOF.

Treatment of SPAC Rights

The treatment of the SPAC Rights is uncertain. The SPAC Rights may be viewed as a forward contract, derivative security or similar interest in SPAC (analogous to an option with no exercise price), and thus the holder of the right would not be viewed as owning SPAC Class A Shares issuable pursuant to the SPAC Rights until such SPAC Class A Shares are actually issued. There may be other alternative characterizations of the SPAC Rights that the IRS may successfully assert, including that the SPAC Rights are treated as equity in the SPAC at the time the rights were issued.

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The tax consequences of an acquisition of SPAC Class A Shares pursuant to SPAC Rights, as well as the cancellation of any SPAC Rights not converted into SPAC Class A Shares, are unclear. For example, depending on which characterization is successfully applied to the SPAC Rights, different PFIC consequences may result for U.S. Holders. It is also likely that a U.S. Holder would not be able to make a QEF or mark-to-market election (discussed below) with respect to such U.S. Holder’s SPAC Rights. Accordingly, U.S. Holders should consult their tax advisors regarding the tax treatment of the SPAC Rights and the consequences with respect to the acquisition, ownership, and the conversion of the SPAC Rights into SPAC Class A Shares or cancelation of the SPAC Rights. U.S. Holders should also consult with their tax advisors regarding the tax treatment with respect to any SPAC Class A Shares into which any SPAC Rights were converted, including in connection with the First Merger and the ownership and disposition of PubCo Ordinary Shares received in the First Merger in exchange for SPAC Class A Shares into which any SPAC Rights were converted.

Tax Consequences of the First Merger to U.S. Holders

The U.S. federal income tax consequences of the First Merger will depend primarily upon whether such transaction qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. Section 368(a)(1)(F) of the Code describes a reorganization as a “mere change in identity, form, or place of organization of one corporation, however effected” (an “F Reorganization”). Pursuant to the First Merger, SPAC will merge with and into PubCo, with PubCo surviving.

White & Case LLP has delivered an opinion that, based on customary assumptions, representations and covenants, the First Merger should qualify as an F Reorganization, which opinion is filed by amendment as Exhibit 8.1 to the Registration Statement of which this proxy statement/prospectus forms a part. The obligations of SPAC to undertake the Business Combination are not conditioned on the receipt of an opinion regarding the qualification of the First Merger as an F Reorganization. If any of the assumptions, representations or covenants on which the opinion is based is or becomes incorrect, incomplete, inaccurate or is otherwise not complied with, the validity of the opinion described above may be adversely affected. An opinion of counsel represents counsel’s legal judgment and is not binding on the IRS or any court. SPAC has not requested, and does not intend to request, a ruling from the IRS as to the U.S. federal income tax consequences of the First Merger. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to the First Merger qualifying as an F Reorganization. Accordingly, each U.S. Holder is urged to consult its tax advisor with respect to the particular tax consequence of the First Merger to such U.S. Holder.

Assuming that the First Merger qualifies as an F Reorganization, the tax consequences of the First Merger to U.S. Holders of SPAC Class A Shares might vary depending on whether SPAC is treated as a PFIC for U.S. federal income tax purposes (discussed in detail below).

If SPAC is not treated as a PFIC, a U.S. Holder that exchanges its SPAC Class A Shares in the First Merger for PubCo Ordinary Shares should not recognize any gain or loss on such exchange. The aggregate adjusted tax basis of the PubCo Ordinary Shares received in the First Merger by a U.S. Holder should be equal to the adjusted tax basis of the SPAC Class A Shares surrendered in exchange therefor. The holding period of the PubCo Ordinary Shares should include the period during which the SPAC Class A Shares surrendered in the First Merger in exchange therefor were held (or deemed held) by a U.S. Holder, although the running of the holding period for the SPAC Class A Shares may be suspended as a result of the redemption rights with respect thereto (as described above in this proxy statement/prospectus).

If SPAC is treated as a PFIC, the tax consequences of the First Merger to U.S. Holders should generally be similar to those described above. Under proposed Treasury Regulations, if the First Merger otherwise qualifies as an F Reorganization, the treatment of SPAC as a PFIC would not adversely impact the tax consequences of the First Merger to U.S. Holders. The proposed Treasury Regulations, if finalized in their current form, would be effective as of April 1, 1992. Thus, it is expected that consequences similar to those described above should apply if SPAC is a PFIC, in the absence of any final Treasury Regulations to the contrary. It is difficult to predict, however, if the proposed Treasury Regulations will be adopted, whether such proposed Treasury Regulations will be adopted in their current form, and whether any such Treasury Regulations, as finally adopted, would be effective retroactive to the date of the First Merger.

If the First Merger does not qualify as an F Reorganization, it is not clear how the transactions would be characterized for U.S. federal income tax purposes and what the resulting tax consequences would be. In such case, the tax consequences of the First Merger to U.S. Holders may depend, among other things, on whether the First Merger would

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otherwise qualify for tax-free treatment under Section 368 or Section 351 of the Code and whether PubCo and/or SPAC are treated as PFICs, and U.S. Holders might be required to recognize any gain realized on SPAC Class A Shares, although possibly not any loss realized. If SPAC is treated as a PFIC, the nature and character of any gain required to be recognized would be similar to those described below.

The tax matters described above are very complicated and U.S. Holders are urged to consult their tax advisors regarding the potential tax consequences to them if the First Merger does not qualify as an F Reorganization.

PFIC Considerations in the Business Combination

A foreign (i.e., non-U.S.) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. Pursuant to the start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the “Start-Up Year”), if (1) no predecessor of the corporation was a PFIC; (2) the corporation establishes to the satisfaction of the IRS that it will not be a PFIC for either of the first two taxable years following the Start-Up Year; and (3) the corporation is not in fact a PFIC for either of those years (the “Start-Up Exception”).

Assuming the First Merger qualifies as an F Reorganization, PubCo will be treated as SPAC’s successor for U.S. federal income tax purposes and SPAC’s current taxable year will not close and will continue under PubCo. Thus, for purposes of the PFIC rules, PubCo Ordinary Shares generally will be treated as the SPAC Class A Shares exchanged in the First Merger. Following the Business Combination, the annual PFIC income and asset tests in respect of PubCo will be applied based on the assets and activities of the combined business. To determine whether the PFIC asset test has been met, a calendar-year corporation generally divides the average of the values of passive assets at the end of each quarter by the average value of all assets at the end of each quarter. Because SPAC is a blank-check company with no current active business, SPAC believes that it likely was a PFIC for the taxable years ended December 31, 2024 and December 31, 2025 and that SPAC and/or PubCo may be a PFIC for the taxable year ending December 31, 2026.

However, because PFIC status is based on income, assets and activities for the entire taxable year, it is not possible to determine the PFIC status of SPAC or PubCo for any taxable year until after the close of the taxable year. In addition, SPAC’s U.S. counsel expresses no opinion with respect to SPAC and PubCo’s PFIC status for any taxable year.

If SPAC is determined to be a PFIC, any income or gain recognized by a U.S. Holder electing to have its SPAC Class A Shares redeemed would generally be subject to a special tax and interest charge if such U.S. Holder did not make either a qualified electing fund (“QEF”) election or a mark-to-market election for SPAC’s first taxable year as a PFIC in which such U.S. Holder held (or was deemed to hold) such shares, or a QEF election along with an applicable purging election (collectively, the “PFIC Elections”). These rules are described more fully below under “— Tax Consequences of Ownership and Disposition of PubCo Ordinary Shares — Passive Foreign Investment Company Rules.”

The rules dealing with PFICs discussed above are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders are strongly urged to consult their tax advisors concerning the application of the PFIC rules to their particular circumstances, including as a result of PFIC Elections that such U.S. Holders may have made (or may wish to make for the taxable year including the Business Combination).

Tax Consequences of Ownership and Disposition of PubCo Ordinary Shares

Dividends and Other Distributions on PubCo Ordinary Shares

Subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules,” distributions on PubCo Ordinary Shares generally will be taxable as a dividend for U.S. federal income tax purposes to the extent paid from PubCo’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of PubCo’s current and accumulated earnings and profits will constitute a

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return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its PubCo Ordinary Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the PubCo Ordinary Shares and will be treated as described below under the heading “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of PubCo Ordinary Shares.” PubCo (which, as discussed above, should be a continuation of SPAC for U.S. federal income tax purposes) does not expect that it will maintain calculations of earnings and profits under U.S. federal income tax principles for purposes of determining whether a distribution is a dividend for U.S. federal income tax purposes. Thus, it is expected that the full amount of any distributions will be reported as dividends for U.S. federal income tax purposes. The amount of any distribution will include any amounts withheld by PubCo (or another applicable withholding agent). Any amount treated as dividend income will be treated as foreign-source dividend income. Amounts treated as dividends that PubCo pays to a U.S. Holder that is a taxable corporation generally will be taxed at regular rates and will not qualify for the dividends received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect to non-corporate U.S. Holders, under tax laws currently in effect and subject to certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), dividends generally will be taxed at the lower applicable long-term capital gains rate only if the PubCo Ordinary Shares are readily tradable on an established securities market in the United States (which should include Nasdaq), and PubCo is not treated as a PFIC with respect to such U.S. Holder at the time the dividend was paid or in the preceding taxable year and provided certain holding period requirements are met.

Subject to applicable limitations, any foreign taxes withheld from dividends on the PubCo Ordinary Shares may be eligible for credit against the U.S. Holder’s U.S. federal income tax liability. The rules governing foreign tax credits are complex and U.S. Holders are urged to consult their tax advisers regarding the creditability of foreign taxes in their particular circumstances. In lieu of claiming a foreign tax credit, a U.S. Holder may deduct foreign taxes in computing their taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable year.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of PubCo Ordinary Shares

Subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules,” upon any sale, exchange or other taxable disposition of any PubCo Ordinary Share, a U.S. Holder generally will recognize gain or loss in an amount equal to the difference between (i) the sum of (x) the amount of cash and (y) the fair market value of any other property, received in such sale, exchange or other taxable disposition and (ii) the U.S. Holder’s adjusted tax basis in such PubCo Ordinary Share(determined as described above or below), in each case as calculated in U.S. dollars. Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period for such PubCo Ordinary Share exceeds one year. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deductibility of capital losses is subject to limitations. This gain or loss generally will be treated as U.S. source gain or loss.

Passive Foreign Investment Company Rules

The treatment of U.S. Holders of PubCo Ordinary Shares could be materially different from that described above if PubCo is treated as a PFIC for U.S. federal income tax purposes. As discussed above under “— PFIC Considerations in the Business Combination,” SPAC believes that it likely was a PFIC for the taxable years ended December 31, 2024 and December 31, 2025 and that SPAC and/or PubCo may be a PFIC for the taxable year ending December 31, 2026.

Although the PFIC status of PubCo is determined annually, an initial determination that PubCo (or, before the Business Combination, SPAC) is a PFIC generally will apply for subsequent years to a U.S. Holder who held shares in such company while such company was a PFIC, whether or not such company meets the test for PFIC status in those subsequent years. If SPAC is determined to be a PFIC (for any taxable year) with respect to a U.S. Holder who exchanges SPAC Class A Shares in the First Merger, and such U.S. Holder did not timely make any of the PFIC Elections with respect to such shares, such U.S. Holder generally will be subject to special rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its PubCo Ordinary Shares and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the PubCo Ordinary Shares during the three preceding taxable years of such U.S. Holder or, if shorter, the portion of such U.S. Holder’s holding period for such shares that preceded the taxable year of the distribution) (together, the “excess distribution rules”).

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Under these excess distribution rules:

• the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the PubCo Ordinary Shares;

• the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of PubCo’s first taxable year in which PubCo is a PFIC, will be taxed as ordinary income;

• the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder without regard to the U.S. Holder’s other items of income and loss for such year; and

• an additional amount equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.

In general, if PubCo is determined to be a PFIC, a U.S. Holder may be able to avoid the excess distribution rules described above with respect to PubCo Ordinary Shares by making (or having made) a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of PubCo’s net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which PubCo’s taxable year ends. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

If a U.S. Holder makes a QEF election with respect to its PubCo Ordinary Shares in a year after PubCo’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) PubCo Ordinary Shares, then notwithstanding such QEF election, the excess distribution rules discussed above, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such U.S. Holder’s PubCo Ordinary Shares, unless the U.S. Holder makes a purging election under the PFIC rules. Under one type of purging election, the U.S. Holder will be deemed to have sold such PubCo Ordinary Shares at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, as described above. As a result of such purging election, the U.S. Holder will have additional basis (to the extent of any gain recognized on the deemed sale) and, solely for purposes of the PFIC rules, a new holding period in the PubCo Ordinary Shares.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC Annual Information Statement, to a timely filed United States federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC Annual Information Statement from PubCo. In general, PubCo shall reasonably cooperate with shareholders of SPAC to make available to any such shareholder who so requests information reasonably necessary for such shareholder (or its direct or indirect owners) to timely compute any income or gain arising, if applicable, as a result of the status of SPAC or PubCo as a PFIC for any taxable period ending in, with or prior to the taxable year in which the Business Combination occurs, including timely publicly posting a PFIC Annual Information Statement to enable such shareholder (or its direct or indirect owners) to make a QEF election for such taxable period. However, there is no assurance that PubCo will timely provide such required information. There is also no assurance that PubCo will have timely knowledge of its status as a PFIC in the future or of such information in order for U.S. Holders to make or maintain a QEF election.

If a U.S. Holder has made a QEF election with respect to the PubCo Ordinary Shares, and the excess distribution rules discussed above do not apply to such shares (because of a timely QEF election for PubCo’s first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of PubCo Ordinary Shares generally will be taxable as capital gain and no additional interest charge will be imposed under the PFIC rules. As discussed above, if PubCo is

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a PFIC for any taxable year, a U.S. Holder of PubCo Ordinary Shares that has made a QEF election will be currently taxed on its pro rata share of PubCo’s earnings and profits, whether or not distributed for such year. A subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable when distributed to such U.S. Holder. The tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. In addition, if PubCo is not a PFIC for any taxable year, such U.S. Holder will not be subject to the QEF inclusion regime with respect to PubCo Ordinary Shares for such a taxable year.

Alternatively, if a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) PubCo Ordinary Shares and for which PubCo is determined to be a PFIC, such U.S. Holder generally will not be subject to the excess distribution rules described above with respect to its PubCo Ordinary Shares. Instead, in general, the U.S. Holder will include as ordinary income in each taxable year the excess, if any, of the fair market value of its PubCo Ordinary Shares at the end of its taxable year over its adjusted basis in its PubCo Ordinary Shares. These amounts of ordinary income would not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis in its PubCo Ordinary Shares over the fair market value of its PubCo Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its PubCo Ordinary Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its PubCo Ordinary Shares will be treated as ordinary income.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including Nasdaq (on which the PubCo Ordinary Shares are intended to be listed), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless the PubCo Ordinary Shares ceased to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consented to the revocation of the election. U.S. Holders are urged to consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election with respect to PubCo Ordinary Shares under their particular circumstances.

If PubCo is a PFIC and, at any time, has a non-U.S. subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if PubCo receives a distribution from, or disposes of all or part of PubCo’s interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. There can be no assurance that PubCo will have timely knowledge of the status of any such lower-tier PFIC. In addition, PubCo may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance that PubCo will be able to cause the lower-tier PFIC to provide such information. A mark-to-market election generally would not be available with respect to such lower-tier PFIC. U.S. Holders are urged to consult their tax advisors regarding the tax issues raised by lower-tier PFICs.

A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.

The rules dealing with PFICs and PFIC Elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of PubCo Ordinary Shares should consult their own tax advisors concerning the application of the PFIC rules to PubCo Ordinary Shares under their particular circumstances.

Additional Reporting Requirements

Certain U.S. Holders may be required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including cash) to PubCo. Substantial penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement, and the period of limitations on assessment and collection of U.S. federal income taxes will be extended in the event of a failure to comply. Furthermore, certain U.S. Holders who are individuals and certain entities will be required to report information with respect to such

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U.S. Holder’s investment in “specified foreign financial assets” on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certain exceptions. Specified foreign financial assets generally include any financial account maintained with a non-U.S. financial institution and should also include PubCo Ordinary Shares if they are not held in an account maintained with a U.S. financial institution. Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties, and the period of limitations on assessment and collection of U.S. federal income taxes may be extended in the event of a failure to comply. U.S. Holders are urged to consult their tax advisors regarding the foreign financial asset and other reporting obligations and their application to an investment in PubCo Ordinary Shares.

Treasury Regulations meant to require the reporting of certain tax shelter transactions could be interpreted to cover transactions generally not regarded as tax shelters, including certain foreign currency transactions. Under the applicable Treasury Regulations, certain transactions are required to be reported to the IRS including, in certain circumstances, a sale, exchange, retirement or other taxable disposition of foreign currency, to the extent that such sale, exchange, retirement or other taxable disposition results in a tax loss in excess of a threshold amount. You should consult your tax advisor to determine the tax return obligations, if any, with respect to PubCo Ordinary Shares, including any requirement to file IRS Form 8886 (Reportable Transaction Disclosure Statement).

Information Reporting and Backup Withholding

Dividend payments with respect to PubCo Ordinary Shares and proceeds from the sale, exchange or redemption of PubCo Ordinary Shares may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s United States federal income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

U.S. Federal Income Tax Consequences of the Second Merger

At present, the Company is organized outside of the United States and its sole shareholder (other than the PIPE Investors) is Hegro Well PTE. Ltd., which is also organized outside of the United States. Accordingly, the Company does not intend to provide a discussion of the U.S. federal income tax consequences of the Second Merger. Such persons and their beneficial owners should consult with their own tax advisors regarding the U.S. federal, state, local, and non-U.S. tax consequences of the Second Merger.

Cayman Islands Tax Considerations

The following summary contains a description of certain Cayman Islands tax consequences of the acquisition, ownership and disposition of PubCo Ordinary Shares or PubCo Preferred Shares, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase PubCo Ordinary Shares or PubCo Preferred Shares. The summary is based upon the tax laws of the Cayman Islands and regulations thereunder as of the date hereof, which are subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

Cayman Islands Tax Considerations

Prospective investors should consult their professional advisers on the possible tax consequences of buying, holding or selling any PubCo Ordinary Shares or PubCo Preferred Shares under the laws of their country of citizenship, residence or domicile.

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Under Existing Cayman Islands Laws

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there is no taxation in the nature of inheritance tax, gift tax or estate duty. There are no other taxes likely to be material to PubCo levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of shares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of our securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporate tax.

No stamp duty is payable in respect of the issue of PubCo Ordinary Shares or PubCo Preferred Shares. An instrument of transfer in respect of a PubCo Ordinary Share or PubCo Preferred Share is stampable if executed in or brought into the Cayman Islands.

PubCo has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Financial Secretary of the Cayman Islands on 22 October 2025 in a form substantially similar to the following:

The Tax Concessions Act
(Revised)
Undertaking as to Tax Concessions

In accordance with The Tax Concessions Act (Revised), the following undertaking is hereby given to Averin Capital Acquisition Corp. (the “Company”):

1. That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and

2. In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:

2.1 On or in respect of the shares, debentures or other obligations of the Company; or

2.2 by way of the withholding in whole or part of any relevant payment as defined in the Tax Concessions Act (Revised).

These concessions shall be for a period of 30 years from the 22nd day of October 2025.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information presents the combination of financial information of SPAC and GOWell, adjusted to give effect to the Business Combination.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2025, combines the historical audited consolidated statement of financial position of GOWell as of December 31, 2025, included elsewhere in this proxy statement/prospectus, the historical audited statement of financial position of PubCo as of December 31, 2025, included elsewhere in this proxy statement/prospectus, and the historical audited balance sheet of SPAC as of December 31, 2025, filed with the Securities and Exchange Commission on March 24, 2026, giving pro forma effect to the Business Combination as if it had occurred as of December 31, 2025.

PubCo will act as the publicly-traded holding company of its subsidiaries — including GOWell — after the closing of the Business Combination.

The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, combines the historical audited consolidated statement of profit or loss and other comprehensive income of GOWell for the year ended December 31, 2025, included elsewhere in this proxy statement/prospectus, the historical audited statement of profit or loss of PubCo for the period from October 8, 2025 (inception) through December 31, 2025, included elsewhere in this proxy statement/prospectus, and the historical audited statement of operations of SPAC for the year ended December 31, 2025, on a pro forma basis as if the Business Combination had occurred on January 1, 2025.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, was derived from:

• the historical audited financial statements of SPAC as of December 31, 2025, and the related notes thereto, filed with the Securities and Exchange Commission on March 24, 2026;

• the historical audited financial statements of PubCo as of December 31, 2025, and the related notes thereto, included elsewhere in this proxy statement/prospectus; and

• the historical audited consolidated financial statements of GOWell as of December 31, 2025, and the related notes thereto, included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, has been derived from:

• the historical audited financial statements of SPAC for the year ended December 31, 2025, and the related notes thereto, filed with the Securities and Exchange Commission on March 24, 2026;

• the historical audited financial statements of PubCo for the period from October 8, 2025 (inception) through December 31, 2025, and the related notes thereto, included elsewhere in this proxy statement/prospectus; and

• the historical audited consolidated financial statements of GOWell for the year ended December 31, 2025, and the related notes thereto, included elsewhere in this proxy statement/prospectus.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as in effect on the date of this proxy statement/prospectus, which incorporates Transaction Accounting Adjustments. GOWell and SPAC have elected not to present any estimates related to potential synergies and other transaction effects that are reasonably expected to occur or have already occurred and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

This information should be read together with the financial statements and related notes, as applicable, of each of GOWell, PubCo and SPAC included in this proxy statement/prospectus, and each of GOWell’s, PubCo’s and SPAC’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

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Description of the Transactions

Business Combination

On October 13, 2025, SPAC, GOWell, PubCo and Merger Sub, entered into a Business Combination Agreement. Pursuant to terms of the Business Combination Agreement and subject to the terms and conditions set forth therein: (a) SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company, and (b) Merger Sub will merge with and into GOWell, as a result of which the separate corporate existence of Merger Sub will cease and GOWell will continue as the surviving company and a wholly-owned direct subsidiary of PubCo.

Consideration

At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any party or the holders of securities of the GOWell or PubCo, each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a number of PubCo Ordinary Shares equal to (i) that number of PubCo Ordinary Shares determined by dividing (x) $300,000,000 by (y) the Redemption Price, subject to a cap of $10.50 per share; divided by (ii) the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time.

In addition to the Company Consideration Shares, following the Closing, PubCo will issue to the GOWell Shareholder and the New Sponsor, or their successors and assigns, their allocable portion of up to an aggregate of 20,000,000 Earnout Shares in three tranches respectively, if PubCo and its subsidiaries achieve the following EBITDA targets, on a consolidated basis, for the fiscal year then ended, as reported by PubCo in its annual report filed with the SEC:

• 2026 EBITDA (x) equal to or greater than 80% of the 2026 EBITDA Target but less than 90% of the 2026 EBITDA Target, a one-time issuance of 2,890,000 Earnout Shares, (y) equal to or greater than 90% of the 2026 EBITDA Target but less than 100% of the 2026 EBITDA Target, a one-time issuance of 3,330,000 Earnout Shares, or (z) equal to or greater than 100% of the 2026 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares;

• 2027 EBITDA (x) equal to or greater than 80% of the 2027 EBITDA Target but less than 90% of the 2027 EBITDA Target, a one-time issuance of 4,330,000 Earnout Shares, (y) equal to or greater than 90% of the 2027 EBITDA Target but less than 100% of the 2027 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares, or (z) equal to or greater than 100% of the 2027 EBITDA Target, a one-time issuance of 7,500,000 Earnout Shares; and

• 2028 EBITDA (x) equal to or greater than 80% of the 2028 EBITDA Target but less than 90% of the 2028 EBITDA Target, a one-time issuance of 4,330,000 Earnout Shares, (y) equal to or greater than 90% of the 2028 EBITDA Target but less than 100% of the 2028 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares, or (z) equal to or greater than 100% of the 2028 EBITDA Target, a one-time issuance of 7,500,000 Earnout Shares.

In connection with entering into the Business Combination Agreement, on October 13, 2025, GOWell entered into (i) the Signing PIPE Subscription Agreement with New Sponsor, pursuant to which New Sponsor agreed to purchase approximately $20 million of Company Preferred Shares and Company Warrants, which transactions were consummated concurrently with the execution of the Business Combination Agreement, and (ii) the Closing PIPE Subscription Agreement with the Closing PIPE Investor, pursuant to which the Closing PIPE Investor agreed to purchase approximately $50 million of Company Preferred Shares and Company Warrants, which transactions will be consummated immediately prior to the Second Merger Effective Time.

For a description of the Business Combination and certain agreements executed in connection therewith, see “The Business Combination” and “Ancillary Documents.”

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Accounting for the Business Combination

The Business Combination will be accounted for as a reverse capitalization, in accordance with IFRS 2. Under this method of accounting, SPAC will be treated as the “acquired” company for financial reporting purposes, and GOWell will be the accounting “acquirer”. This determination was primarily based on the assumption that:

• the GOWell Shareholder will hold a majority of the voting power of PubCo post-Business Combination;

• effective upon the Business Combination, GOWell will appoint the majority of the members of the PubCo Board;

• GOWell’s operations will substantially comprise the ongoing operations of PubCo;

• GOWell is the larger entity in terms of substantive operations and employee base; and

• GOWell’s senior management will comprise the majority of the senior management of PubCo.

Another determining factor was that SPAC does not meet the definition of a “business” pursuant to IFRS 3, and thus, for accounting purposes, the Business Combination will be accounted for as a reverse capitalization, within the scope of IFRS 2. The net assets of SPAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of shares issued to SPAC over the fair value of SPAC’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

SPAC has elected to provide the unaudited pro forma condensed combined financial information under two redemption scenarios of the Public Shares into cash as more fully described below:

• Assuming No Redemptions:    This presentation assumes no Public Shares exercise redemption rights with respect to their Public Shares upon consummation of the Business Combination (“No Redemptions Scenario”).

• Assuming Maximum Redemptions:    This presentation assumes Public Shareholders holding 8,625,000 SPAC Class A Shares will exercise their redemption rights for $90.9 million upon consummation of the Business Combination at a Redemption Price of approximately $10.54 per share estimated as of June 30, 2026, or 100% of the outstanding Public Shares (“Maximum Redemptions Scenario”). The maximum redemptions amount reflects the maximum number of the Public Shares that can be redeemed without violating the conditions of the Business Combination Agreement. This scenario includes all adjustments contained in the “No Redemptions” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

The following table sets out share ownership of SPAC on a pro forma basis assuming the No Redemptions Scenario and the Maximum Redemptions Scenario:

		VOTING INTERESTS IN PUBCO
PRO FORMA OWNERSHIP		No Redemptions								Maximum Redemptions
		No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding
Public Shares(1)		8,625,000		18.5	%		11.2	%		—		0.0	%		0.0	%
Public Rights(2)		1,725,000		3.7	%		2.2	%		1,725,000		4.5	%		2.5	%
Founder Shares(3)		990,000		2.1	%		1.3	%		990,000		2.6	%		1.4	%
Retained Shares(4)		2,028,750		4.3	%		2.6	%		2,028,750		5.3	%		3.0	%
Private Placement Units(5)		318,750		0.7	%		0.4	%		318,750		0.8	%		0.5	%
PubCo Restricted Shares(6)		4,481,250		9.6	%		5.8	%		4,481,250		11.8	%		6.5	%
Company Consideration Shares(7)		28,571,430		61.1	%		37.0	%		28,571,430		75.0	%		41.7	%
Total		46,740,180		100.0	%					38,115,180		100.0	%

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		VOTING INTERESTS IN PUBCO
PRO FORMA OWNERSHIP		No Redemptions							Maximum Redemptions
		No. of Shares		Percent Outstanding		Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding		Fully Diluted Percent Outstanding
Potential Sources of Dilution
Earnout Shares(8)		20,000,000				26.0	%		20,000,000				29.2	%
PubCo Preferred Shares(9)		7,058,824				9.1	%		7,058,824				10.2	%
PubCo Warrants(10)		3,431,372				4.4	%		3,431,372				5.0	%
Fully-Diluted Shares		77,230,376				100.0	%		68,605,376				100.0	%

____________

(1) Represents the unredeemed Public Shares in two redemption scenarios. Assumes the redemption of (i) 0 Public Shares in the No Redemptions Scenario, and (ii) all 8,625,00 Public Shares in the Maximum Redemptions Scenario, representing the redemption of 100% of the Public Shares.

(2) Represents the conversion of 8,625,000 Public Rights into 1,725,000 SPAC Class A Shares, with all fractional shares rounded down. Following the exchange of the Public Rights, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(3) Represents the SPAC Class B Shares held by the New Sponsor. Prior to the First Merger Effective Time, each SPAC Class B Share that is issued and outstanding at such time shall be automatically converted into one SPAC Class A Share. Following the SPAC Class B Conversion, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(4) Represents the SPAC Class A Shares retained by Prior Sponsor following the Sponsor Transaction. At the SPAC Merger Effective Time, each whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share.

(5) Prior Sponsor and Representatives purchased 125,000 and 140,625 Private Placement Units, respectively, in a private placement that closed simultaneously with the IPO. Prior to the SPAC Merger Effective Time, the Unit Separation will occur, whereby each SPAC Unit that is issued and outstanding at such time shall be automatically detached into one SPAC Class A Share and one SPAC Right. Then, each SPAC Right will be exchanged for one-fifth of one SPAC Class A Share, with all fractional shares rounded down. Following the Unit Separation and the exchange of the Public Rights, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(6) Reflects the 4,481,250 PubCo Restricted Shares to be issued to officers and directors of SPAC as the Closing pursuant to the terms of the Business Combination Agreement.

(7) The GOWell Shareholder holds 100% of all outstanding Company Ordinary Shares as of the date of this proxy statement/prospectus. At the Second Merger Effective Time, each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Ordinary Shares equal to (i) that number of PubCo Ordinary Shares determined by dividing (x) $300,000,000 by (y) the Redemption Price; divided by (ii) the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time. For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares.

(8) Assumes that PubCo issues the maximum number of Earnout Shares to the GOWell Shareholder and New Sponsor under the Business Combination Agreement due to PubCo and its subsidiaries achieving the 2026 EBITDA Target, 2027 EBITDA Target and 2028 EBITDA Target. The allocation of such Earnout Shares among the GOWell Shareholder and New Sponsor, or their respective designees and assigns, will be mutually determined.

(9) Represents PubCo Ordinary Shares underlying PubCo Preferred Shares. At the Second Merger Effective Time, the Company Preferred Shares will be converted into the right to receive a number of PubCo Preferred Shares equal to (i) the Accrued Value, divided by (ii) the Redemption Price. For illustrative purposes, the Accrued Value is estimated to be $84,705,882 and the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026), resulting in the issuance of 8,067,227 PubCo Preferred Shares. Further assumes the conversion in full of all PubCo Preferred Shares, pursuant to their terms, into an aggregate of 7,058,824 PubCo Ordinary Shares.

(10) Represents PubCo Ordinary Shares underlying PubCo Warrants. At the Second Merger Effective Time, the Company Warrants will be converted into the right to receive PubCo Warrants exercisable for a number of PubCo Ordinary Shares equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company Articles) attributable to the applicable PIPE Investor’s Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5. For illustrative purposes, assumes the exercise of all such PubCo Warrants for cash at a cash exercise price of $12.00.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2025, and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, are based on the historical financial statements of SPAC, PubCo and GOWell. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates underlying the pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial statements.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2025(1)

		GOWell (IFRS Historical)			Inflection Point V (US GAAP Historical)			GOWell Energy Technology (PubCo)			IFRS Conversion and Presentation Alignment (Note 4)			Scenario 1: No Additional Redemption Scenario									Scenario 2: Maximum Redemption Scenario
														Transaction Accounting Adjustments						Pro Forma Combined			Transaction Accounting Adjustments						Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents		$	6,761,021		$	25,745		$	—		$	—		$	90,913,727			A		$	134,013,493		$	(90,913,727	)		C		$	43,099,766
															(9,737,000	)		B
															(3,450,000	)		I
															(500,000	)		K
															50,000,000			N
Trade receivables, net			18,008,048			—			—			—			—						18,008,048			—						18,008,048
Inventories, net			15,569,533			—			—			—			—						15,569,533			—						15,569,533
Amounts due from related parties			44,405			—			—			—			—						44,405			—						44,405
Deferred offering costs			2,614,409			—			—			—			—						2,614,409			—						2,614,409
Long-term receivables, current			551,302			—			—			—			—						551,302			—						551,302
Prepaid expenses and other current assets			1,915,525			163,017			—			—			—						2,078,542			—						2,078,542
Total current assets			45,464,243			188,762			—			—			127,226,727						172,879,732			(90,913,727	)					81,966,005
Non-current assets
Rental equipment, net			22,761,997			—			—			—			—						22,761,997			—						22,761,997
Property and equipment, net			1,984,734			—			—			—			—						1,984,734			—						1,984,734
Intangible assets, net			2,792,272			—			—			—			—						2,792,272			—						2,792,272
Right-of-use assets, net			5,614,107			—			—			—			—						5,614,107			—						5,614,107
Long-term receivables			28,489			—			—			—			—						28,489			—						28,489
Deferred tax asset, net			3,318,591			—			—			—			—						3,318,591			—						3,318,591
Other non-current assets			488,715			—			—			—			—						488,715			—						488,715
Marketable securities held in Trust Account			—			89,339,290			—			—			(90,913,727	)		A			—			—						—
															1,574,437			G
Total non-current assets			36,988,905			89,339,290			—			—			(89,339,290	)					36,988,905			—						36,988,905
Total assets		$	82,453,148		$	89,528,052		$	—		$	—		$	37,887,437					$	209,868,637		$	(90,913,727	)				$	118,954,910
LIABILITIES
Current liabilities
Trade payables			789,134			2,268,470			—			—			(2,122,000	)		B			935,604			—						935,604
Trade payables – related party			4,104,133			—			—			—			—						4,104,133			—						4,104,133
Income tax payable			1,513,137			—			—			—			—						1,513,137			—						1,513,137
Accruals and other payables			4,860,484			—			87,009			—			—						4,947,493			—						4,947,493
Loans payable, current			25,149			—			—			—			—						25,149			—						25,149
Operating lease liabilities, current			1,684,479			—			—			—			—						1,684,479			—						1,684,479
Amounts due to related parties, current			80,231			—			30,900			—			—						111,131			—						111,131
Total current liabilities			13,056,747			2,268,470			117,909			—			(2,122,000	)					13,321,126			—						13,321,126

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2025(1) — (Continued)

		GOWell (IFRS Historical)				Inflection Point V (US GAAP Historical)				GOWell Energy Technology (PubCo)				IFRS Conversion and Presentation Alignment (Note 4)				Scenario 1: No Additional Redemption Scenario										Scenario 2: Maximum Redemption Scenario
																		Transaction Accounting Adjustments						Pro Forma Combined				Transaction Accounting Adjustments						Pro Forma Combined
Non-current liabilities
Loans payable, non-current			37,262				500,000				—				—				(500,000	)		K			37,262				—						37,262
Amounts due to a related party-non-current			386,042				—				—				—				—						386,042				—						386,042
Operating lease liabilities, non-current			4,702,317				—				—				—				—						4,702,317				—						4,702,317
Derivative liabilities			5,399,140				—				—				—				10,927,637			N			16,326,777				—						16,326,777
Redeemable preference shares			16,663,052				—				—				—				39,072,363			N			55,735,415				—						55,735,415
Deferred underwriting fee payable			—				3,450,000				—				—				(3,450,000	)		I			—				—						—
Earnout liability			—				—				—				—				107,448,000			M			107,448,000				—						107,448,000
Ordinary shares subject to possible redemption			—				—				—				89,339,290				(90,913,727	)		C			—				—						—
																			1,574,437			G
Total non-current liabilities			27,187,813				3,950,000				—				89,339,290				64,158,710						184,635,813				—						184,635,813
Total liabilities			40,244,560				6,218,470				117,909				89,339,290				62,036,710						197,956,939				—						197,956,939
Class A Ordinary shares subject to possible redemption			—				89,339,290				—				(89,339,290	)			—						—				—						—
EQUITY
Share capital			3,000				—				—				—				(3,000	)		L			—				—						—
PubCo ordinary shares			—				—				—				—				1,370			H			4,675				(863	)		H			3,812
																			2,857			L
																			448			O
Inflection Point V preference shares			—				—				—				—				—			—			—				—
Inflection Point V Class A ordinary shares			—				230				—				—				863			C			—				(863	)		C			—
																			99			E							863			H
																			178			F
																			(1,370	)		H
Inflection Point V Class B ordinary shares			—				99				—				—				(99	)		E			—				—						—
Additional paid-in capital			29,164,781				—				—				—				(665,000	)		B			148,787,481				(90,912,864	)		C			58,053,344
																			90,912,864			C							178,727			D
																			66,058,481			D
																			(178	)		F
																			(12,980,037	)		J
																			143			L
																			(66,275,000	)		M
																			42,571,427			O
Retained earnings (accumulated deficit)			13,094,403				(6,030,037	)			(117,909	)			—				(6,950,000	)		B			(95,653,862	)			(178,727	)		D			(95,832,589	)
																			(66,058,481	)		D
																			12,980,037			J
																			(42,571,875	)		O
Accumulated other comprehensive loss			(53,596	)																					(53,596	)
Total equity (deficit)			42,208,588				(6,029,708	)			(117,909	)			—				17,023,727						53,084,698				(90,913,727	)					(37,829,029	)
Total liabilities and equity		$	82,453,148			$	89,528,052			$	—			$	—			$	37,887,437					$	209,868,637			$	(90,913,727	)				$	118,954,910

____________

(1) The unaudited pro forma condensed combined balance sheet as of December 31, 2025, combines the historical audited consolidated statement of financial position of GOWell as of December 31, 2025, the historical audited statement of financial position of PubCo as of December 31, 2025, and the historical audited balance sheet of SPAC as of December 31, 2025.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025(1)

		GoWell (IFRS Historical)				Inflection Point V (US GAAP Historical)				GOWell Energy Technology (PubCo)			IFRS Conversion and Presentation Alignment (Note 4)			Scenario 1: No Additional Redemption Scenario										Scenario 2: Maximum Redemption Scenario
																Transaction Accounting Adjustments						Pro Forma Combined				Transaction Accounting Adjustments						Pro Forma Combined
Revenues		$	47,196,874			$	—			—			$	—		$	—					$	47,196,874			$	—					$	47,196,874
Cost of revenues			(19,281,494	)			—			—				—			—						(19,281,494	)			—						(19,281,494	)
Gross profit			27,915,380				—			—				—			—						27,915,380				—						27,915,380
Operating expenses
Selling and marketing expenses			(6,824,927	)			—			—				—			—						(6,824,927	)									(6,824,927	)
General and administrative expenses			(11,449,795	)			(2,717,289	)		(117,909	)			—			(66,058,481	)		BB			(80,343,474	)			(178,727	)		BB			(80,522,201	)
Research and development expenses			(4,241,727	)			—			—				—			—						(4,241,727	)			—						(4,241,727	)
Total operating expenses			(22,516,449	)			(2,717,289	)		(117,909	)			—			(66,058,481	)					(91,410,128	)			(178,727	)					(91,588,855	)
Operating profit (loss)			5,398,931				(2,717,289	)		(117,909	)			—			(66,058,481	)					(63,494,748	)			(178,727	)					(63,673,475	)
Other income (expense)
Finance income			172,999				12,369			—				—			—						185,368				—						185,368
Finance cost			(2,594,531	)			—			—				—			—						(2,594,531	)			—						(2,594,531	)
Other income, net			25,560				—			—				—			—						25,560				—						25,560
Compensation expense			—				—			—				—			(42,571,875	)		CC			(42,571,875	)			—						(42,571,875	)
Forgiveness of debt			—				12,502			—				—			—						12,502				—						12,502
Interest earned on marketable securities held in Trust Account			—				3,089,290			—				—			(3,089,290	)		AA			—				—						—
Total other income (expense)			(2,395,972	)			3,114,161			—				—			(45,661,165	)					(44,942,976	)			—						(44,942,976	)
(Loss) income before income tax expense			3,002,959				396,872			(117,909	)			—			(111,719,646	)					(108,437,724	)			(178,727	)					(108,616,451	)
Income tax expense			(1,670,866	)			—			—				—			—						(1,670,866	)			—						(1,670,866	)
Net income (loss)		$	1,332,093			$	396,872			(117,909	)		$	—		$	(111,719,646	)				$	(110,108,590	)		$	(178,727	)				$	(110,287,317	)
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustments			93,887				—			—				—			—						93,887				—						93,887
Total comprehensive income (loss)		$	1,425,980				396,872			(117,909	)			—			(111,719,646	)					(110,014,703	)			(178,727	)					(110,193,430	)
Net profit per ordinary share – basic and diluted		$	0.04
Basic and diluted net income per share, Class A redeemable ordinary shares						$	0.04
Basic and diluted net income per share, Class A non-redeemable ordinary shares						$	0.04

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025(1) — (Continued)

		GoWell (IFRS Historical)		Inflection Point V (US GAAP Historical)			GOWell Energy Technology (PubCo)				IFRS Conversion and Presentation Alignment (Note 4)		Scenario 1: No Additional Redemption Scenario								Scenario 2: Maximum Redemption Scenario
													Transaction Accounting Adjustments				Pro Forma Combined				Transaction Accounting Adjustments				Pro Forma Combined
Basic and diluted net income per share, Class B non-redeemable ordinary shares				$	0.04
Basic and diluted net loss per ordinary share							$	(117,909	)
Pro forma weighted average number of shares outstanding – basic and diluted																		46,740,180	​(2)							38,115,180	​(2)
Pro forma loss per share – basic and diluted																	$	(2.36	)						$	(2.89	)

____________

(1) The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, combines the historical audited consolidated statement of profit or loss and other comprehensive income of GOWell for the year ended December 31, 2025, the historical audited statement of profit or loss of PubCo for the period from October 8, 2025 (inception) through December 31, 2025, and the historical audited statement of operations of SPAC for the year ended December 31, 2025.

(2) Please refer to Note 7 — “Net Loss per Share” for details.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1 — Description of the Proposed Transactions

On October 13, 2025, SPAC, GOWell, PubCo and Merger Sub, entered into a Business Combination Agreement. Pursuant to terms of the Business Combination Agreement and subject to the terms and conditions set forth therein: (a) SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company, and (b) Merger Sub will merge with and into GOWell, as a result of which the separate corporate existence of Merger Sub will cease and GOWell will continue as the surviving company and a wholly-owned direct subsidiary of PubCo.

Consideration

At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any party or the holders of securities of the GOWell or PubCo, each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a number of PubCo Ordinary Shares equal to (i) that number of PubCo Ordinary Shares determined by dividing (x) $300,000,000 by (y) the Redemption Price, subject to a cap of $10.50 per share; divided by (ii) the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time.

In addition to the Company Consideration Shares, following the Closing, PubCo will issue to the GOWell Shareholder and the New Sponsor, or their successors and assigns, their allocable portion of up to an aggregate of 20,000,000 Earnout Shares in three tranches respectively, if PubCo and its subsidiaries achieve the following EBITDA targets, on a consolidated basis, for the fiscal year then ended, as reported by PubCo in its annual report filed with the SEC:

• 2026 EBITDA (x) equal to or greater than 80% of the 2026 EBITDA Target but less than 90% of the 2026 EBITDA Target, a one-time issuance of 2,890,000 Earnout Shares, (y) equal to or greater than 90% of the 2026 EBITDA Target but less than 100% of the 2026 EBITDA Target, a one-time issuance of 3,330,000 Earnout Shares, or (z) equal to or greater than 100% of the 2026 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares;

• 2027 EBITDA (x) equal to or greater than 80% of $50,000,000 but less than 90% of the 2027 EBITDA Target, a one-time issuance of 4,330,000 Earnout Shares, (y) equal to or greater than 90% of the 2027 EBITDA Target but less than 100% of the 2027 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares, or (z) equal to or greater than 100% of the 2027 EBITDA Target, a one-time issuance of 7,500,000 Earnout Shares; and

• 2028 EBITDA (x) equal to or greater than 80% of $70,000,000 but less than 90% of the 2028 EBITDA Target, a one-time issuance of 4,330,000 Earnout Shares, (y) equal to or greater than 90% of the 2028 EBITDA Target but less than 100% of the 2028 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares, or (z) equal to or greater than 100% of the 2028 EBITDA Target, a one-time issuance of 7,500,000 Earnout Shares.

In connection with entering into the Business Combination Agreement, on October 13, 2025, GOWell entered into (i) the Signing PIPE Subscription Agreement with New Sponsor, pursuant to which New Sponsor agreed to purchase approximately $20 million of Company Preferred Shares and Company Warrants, which transactions were consummated concurrently with the execution of the Business Combination Agreement, and (ii) the Closing PIPE Subscription Agreement with the Closing PIPE Investor, pursuant to which the Closing PIPE Investor agreed to purchase approximately $50 million of Company Preferred Shares and Company Warrants, which transactions will be consummated immediately prior to the Second Merger Effective Time.

For a description of the Business Combination and certain agreements executed in connection therewith, see “The Business Combination” and “Ancillary Documents.”

Note 2 — Basis of Presentation and Accounting Policies

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that GOWell will experience. GOWell and SPAC have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

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The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified Transaction Accounting Adjustments and presents the Management’s Adjustments. SPAC has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

SPAC does not meet the definition of a “business” pursuant to IFRS 3 as it is an empty listed shell holding only cash raised as part of its original equity issuance. As a result, the Business Combination does not qualify as a “business combination” within the meaning of IFRS 3, Business Combinations; rather, the Business Combination will be accounted for as a capital reorganization in accordance with IFRS 2, Share-Based Payments. See Note 3 — Accounting for the Business Combination for more details.

The historical financial statements of GOWell have been prepared in accordance with IFRS as issued by the IASB. The historical financial statements of SPAC have been prepared in accordance with U.S. GAAP. The unaudited pro forma condensed combined financial information reflects IFRS, the basis of accounting used by GOWell. SPAC’s historical financial statements have been converted from U.S. GAAP to IFRS to align with the basis of accounting used by GOWell. See Note 4 — IFRS Conversion and Presentation Alignment.

SPAC has elected to provide the unaudited pro forma condensed combined financial information under two redemption scenarios of the Public Shares into cash as more fully described below:

• Assuming No Redemptions:    This presentation assumes no Public Shares exercise redemption rights with respect to their Public Shares upon consummation of the Business Combination.

• Assuming Maximum Redemptions:    This presentation assumes Public Shareholders holding 8,625,000 SPAC Class A Shares will exercise their redemption rights for $90.9 million upon consummation of the Business Combination at a Redemption Price of approximately $10.54 per share estimated as of June 30, 2026, or 100% of the outstanding Public Shares. The maximum redemptions amount reflects the maximum number of the Public Shares that can be redeemed without violating the conditions of the Business Combination Agreement. This scenario includes all adjustments contained in the No Redemptions Scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

The following table sets out share ownership of SPAC on a pro forma basis assuming the No Redemptions Scenario and the Maximum Redemptions Scenario:

		VOTING INTERESTS IN PUBCO
PRO FORMA OWNERSHIP		No Redemptions								Maximum Redemptions
		No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding			No. of Shares		Percent Outstanding			Fully Diluted Percent Outstanding
Public Shares(1)		8,625,000		18.5	%		11.2	%		—		0.0	%		0.0	%
Public Rights(2)		1,725,000		3.7	%		2.2	%		1,725,000		4.5	%		2.5	%
Founder Shares(3)		990,000		2.1	%		1.3	%		990,000		2.6	%		1.4	%
Retained Shares(4)		2,028,750		4.3	%		2.6	%		2,028,750		5.3	%		3.0	%
Private Placement Units(5)		318,750		0.7	%		0.4	%		318,750		0.8	%		0.5	%
PubCo Restricted Shares(6)		4,481,250		9.6	%		5.8	%		4,481,250		11.8	%		6.5	%
Company Consideration Shares(7)		28,571,430		61.1	%		37.0	%		28,571,430		75.0	%		41.7	%
Total		46,740,180		100.0	%					38,115,180		100.0	%
Potential Sources of Dilution
Earnout Shares(8)		20,000,000					26.0	%		20,000,000					29.2	%
PubCo Preferred Shares(9)		7,058,824					9.1	%		7,058,824					10.2	%
PubCo Warrants(10)		3,431,372					4.4	%		3,431,372					5.0	%
Fully-Diluted Shares		77,230,376					100.0	%		68,605,376					100.0	%

____________

(1) Represents the unredeemed Public Shares in two redemption scenarios. Assumes the redemption of (i) 0 Public Shares in the No Redemptions Scenario, and (ii) all 8,625,00 Public Shares in the Maximum Redemptions Scenario, representing the redemption of 100% of the Public Shares.

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(2) Represents the conversion of 8,625,000 Public Rights into 1,725,000 SPAC Class A Shares, with all fractional shares rounded down. Following the exchange of the Public Rights, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(3) Represents the SPAC Class B Shares held by the New Sponsor. Prior to the First Merger Effective Time, each SPAC Class B Share that is issued and outstanding at such time shall be automatically converted into one SPAC Class A Share. Following the SPAC Class B Conversion, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(4) Represents the SPAC Class A Shares retained by Prior Sponsor following the Sponsor Transaction. At the SPAC Merger Effective Time, each whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share.

(5) Prior Sponsor and Representatives purchased 125,000 and 140,625 Private Placement Units, respectively, in a private placement that closed simultaneously with the IPO. Prior to the SPAC Merger Effective Time, the Unit Separation will occur, whereby each SPAC Unit that is issued and outstanding at such time shall be automatically detached into one SPAC Class A Share and one SPAC Right. Then, each SPAC Right will be exchanged for one-fifth of one SPAC Class A Share, with all fractional shares rounded down. Following the Unit Separation and the exchange of the Public Rights, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(6) Reflects the 4,481,250 PubCo Restricted Shares to be issued to officers and directors of SPAC as the Closing pursuant to the terms of the Business Combination Agreement.

(7) The GOWell Shareholder holds 100% of all outstanding Company Ordinary Shares as of the date of this proxy statement/prospectus. At the Second Merger Effective Time, each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Ordinary Shares equal to (i) that number of PubCo Ordinary Shares determined by dividing (x) $300,000,000 by (y) the Redemption Price; divided by (ii) the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time. For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares.

(8) Assumes that PubCo issues the maximum number of Earnout Shares to the GOWell Shareholder and New Sponsor under the Business Combination Agreement due to PubCo and its subsidiaries achieving the 2026 EBITDA Target, 2027 EBITDA Target and 2028 EBITDA Target. The allocation of such Earnout Shares among the GOWell Shareholder and New Sponsor, or their respective designees and assigns, will be mutually determined.

(9) Represents PubCo Ordinary Shares underlying PubCo Preferred Shares. At the Second Merger Effective Time, the Company Preferred Shares will be converted into the right to receive a number of PubCo Preferred Shares equal to (i) the Accrued Value, divided by (ii) the Redemption Price. For illustrative purposes, the Accrued Value is estimated to be $84,705,882 and the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026), resulting in the issuance of 8,067,227 PubCo Preferred Shares. Further assumes the conversion in full of all PubCo Preferred Shares, pursuant to their terms, into an aggregate of 7,058,824 PubCo Ordinary Shares.

(10) Represents PubCo Ordinary Shares underlying PubCo Warrants. At the Second Merger Effective Time, the Company Warrants will be converted into the right to receive PubCo Warrants exercisable for a number of PubCo Ordinary Shares equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company Articles) attributable to the applicable PIPE Investor’s Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5. For illustrative purposes, assumes the exercise of all such PubCo Warrants for cash at a cash exercise price of $12.00.

The pro forma adjustments do not have an income tax effect as they are either (i) incurred by legal entities that are not subject to a corporate income tax, or (ii) permanently non-deductible or non-taxable based on the laws of the relevant jurisdiction.

The share amounts and ownership percentages set forth above are not indicative of voting percentages.

Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the post-combination company. Management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

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Note 3 — Accounting for the Business Combination

The Business Combination will be accounted for as a reverse capitalization, in accordance with IFRS 2. Under this method of accounting, SPAC will be treated as the “acquired” company for financial reporting purposes, and GOWell will be the accounting “acquirer”. This determination was primarily based on the assumption that:

• the GOWell Shareholder will hold a majority of the voting power of PubCo post Business Combination;

• effective upon the Business Combination, GOWell will appoint a majority of the members of the PubCo Board;

• GOWell’s operations will substantially comprise the ongoing operations of PubCo;

• GOWell is the larger entity in terms of substantive operations and employee base; and

• GOWell’s senior management will comprise the majority of the senior management of PubCo.

Another determining factor was that SPAC does not meet the definition of a “business” pursuant to IFRS 3, and thus, for accounting purposes, the Business Combination will be accounted for as a reverse capitalization, within the scope of IFRS 2. The net assets of SPAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of shares issued to SPAC over the fair value of SPAC’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Note 4 — IFRS Conversion and Presentation Alignment

The historical financial information of SPAC has been adjusted to give effect to the differences between U.S. GAAP and IFRS as issued by the IASB for the purposes of the unaudited pro forma condensed combined financial information. The adjustment required to convert SPAC’s financial statements from U.S. GAAP to IFRS for purposes of the unaudited pro forma condensed combined financial information was to reclassify SPAC’s ordinary shares subject to redemption to non-current financial liabilities under IFRS 2, as shareholders have the right to require SPAC to redeem the ordinary shares and SPAC has an irrevocable obligation to deliver cash or another financial instrument for such redemption.

Note 5 — Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2025

The pro forma adjustments to the unaudited pro forma condensed combined balance sheet as of December 31, 2025, are as follows:

A. Reflects the liquidation and reclassification of $90.9 million of funds held in the Trust Account to cash and bank balances that becomes available following the Business Combination.

B. Represents preliminary estimated transaction costs expected to be incurred by SPAC and GOWell of approximately $8.0 million and $3.3 million, respectively, for legal, accounting, and advisory fees incurred as part of the Business Combination.

  For the SPAC transaction costs, $0.8 million of these fees have been paid, and $0.3 million have been accrued as of the pro forma balance sheet date. The remaining amount of $6.9 million is reflected as an adjustment to accumulated losses.

  For the GOWell transaction costs, $0.7 million of these fees have been paid as of the pro forma balance sheet date and $1.9 million have been accrued as of the pro forma balance sheet date. The remaining amount of $0.7 million is reflected as an adjustment to additional paid in capital.

C. In Scenario 1, reflects the no redemption scenario. In Scenario 2, reflects the maximum redemption of 8,625,000 SPAC Ordinary Share for aggregate redemption payments of $90.9 million at a Redemption Price of approximately $10.54 per share estimated as of June 30, 2026.

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D. In Scenario 1, represents the preliminary estimated expense recognized, in accordance with IFRS 2, for the excess of the deemed costs of the fair value of SPAC’s identifiable net assets at the date of the Business Combination, resulting in a $66.1 million increase to accumulated loss. In Scenario 2, represents the preliminary estimated expense recognized, in accordance with IFRS 2, for the excess of the deemed costs the fair value of SPAC’s identifiable net assets at the date of the Business Combination, resulting in a $66.2 million increase to accumulated loss. The fair value of shares issued was estimated based on a market price of $10.52 per share. The value is preliminary and will change based on fluctuations in the share price of SPAC’s Ordinary shares through the closing date. In Scenario 1, a one percent change in the market price per share would result in a change of $1.4 million in the estimated expense. In Scenario 2, a one percent change in the market price per share would result in a change of $0.5 million in the estimated expense.

		No Redemptions Scenario						Maximum Redemptions Scenario
		Shares		Dollars				Shares		Dollars
SPAC Shareholders
Public Shareholders(1)		10,350,000						1,725,000
Sponsors and Representatives		3,337,500						3,337,500
Fair value of PubCo Ordinary Shares to be issued to SPAC shareholders				$	143,992,500					$	53,257,500
Net assets of SPAC as of December 31, 2025					(6,029,708	)					(6,029,708	)
Less: SPAC transaction costs					(6,950,000	)					(6,950,000	)
Add: Reclassification of shares subject to redemption to equity					90,913,727						—
Adjusted net assets of SPAC as of December 31, 2025					77,934,019						(12,979,708	)
Difference – being IFRS 2 charge for listing services				$	66,058,481					$	66,237,208

____________

(1) The shares presented reflect the conversion of 8,625,000 Public Rights into 1,725,000 SPAC Class A Shares.

E. Reflects the conversion of SPAC Class B Shares to SPAC Class A Shares on a one-for-one basis at a par value of $0.0001.

F. Reflects the conversion of 8,625,000 Public Rights into 1,725,000 SPAC Class A Shares, and 265,625 SPAC Rights underlying the Private Placement Units into 53,125 SPAC Class A Shares at the First Merger Effective Time.

G. Reflects the interest income earned of $1.6 million in the Trust Account as subsequent to December 31, 2025.

H. Reflects the exchange of the SPAC Class A Shares into PubCo Ordinary Shares.

I. Reflects the settlement of deferred underwriting commissions upon the closing of the Business Combination.

J. Represents the elimination of SPAC historical accumulated losses after recording the transaction costs to be incurred by SPAC as described in (B) above.

K. Represents the repayment of the $500,00 Sponsor Loan on SPAC balance sheet.

L. Represents conversion of the Company Consideration Shares into 28,571,430 PubCo Ordinary Shares at the Second Merger Effective Time.

M. Represents the recording of the earnout liability at a fair value of $66.3 million. The shares will be accounted for as a liability in accordance with IAS 32 following the consummation of the Business Combination.

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The Earnout Shares were valued with a Monte Carlo Model simulation. Below are the significant assumptions used in the simulation:

(i) Revenue projections:

Year 1		Year 2		Year 3
17,248,000		43,267,000		58,599,000

(ii) Underlying metric volatility 31.2%.

(iii) Stock volatility 38.1%

(iv) Pro forma stock price $10.00

N. Represents the recording the cash of $50.0 million and liability allocated between the redeemable preference shares in the amount of $39.1 million and derivative liabilities in the amount of $10.9 million in connection with the PIPE Investments.

The redeemable preference shares are comprised of the closing PIPE agreement. The closing PIPE agreement fails the “fixed-for-fixed” criterion in IAS 32 because the number of shares issuable upon conversion varies based on inputs to the conversion formula or are subject to reasonably possible adjustments. These features, however, are embedded in a debt host contract and are considered not clearly and closely related to that host, consistent with IFRS 9.4.3.3. Accordingly, the redeemable preference shares are separated into derivative and host components. The host instrument is recognized as a non-derivative financial liability and the embedded features are recognized as derivative liabilities.

The PubCo Warrants meet all criteria of a derivative liability under IFRS 9, which include (i) redemption rights exercisable at the option of the Series A Majority at a redemption price equal to 100% of the Accrued Value, (ii) priority cash distributions upon the occurrence of Deemed Liquidation Events, and (iii) the accrual of interest on unpaid redemption amounts. The Deemed Liquidation Event provisions are genuine and more likely than remote and therefore preclude equity classification under IAS 32.25.

The value of the warrants was determined to be $1.21 per warrant using a Binomial Model. The value of the embedded features was determined to be $1.35 per share using a Binominal Model.

The significant unobservable inputs used in the measurement of fair value of derivative liabilities are as follows:

Warrants		Volatility		46.63%		The higher the volatility, the higher the fair value
Embedded features		Volatility		46.63%		The higher the volatility, the higher the fair value
Embedded features		Bond yield		15.10%		The higher the bond yield, the higher the fair value

The total proceeds of the PIPE are allocated to the relative fair values, as the PIPE transaction is an arms-length transaction.

O. Represents the issuance of 4,481,250 PubCo Restricted Shares to existing officers and directors of SPAC at a par value of $0.0001, $448. The shares were determined to be a compensation expense and recorded at a fair value of $42.6 million or $9.50 per share. The shares were valued using $10.00 per share and applied a discount for lack of marketability.

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Note 6 — Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2025

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, are as follows:

AA.  To eliminate interest income earned on funds in the Trust Account which will be released upon the Closing.

BB. Represents the preliminary estimated expense recognized, in accordance with IFRS 2, for the excess of the fair value of shares issued by GOWell over the fair value of SPAC’s identifiable net assets at the date of the Business Combination. This cost is a non-recurring item.

CC. Represents the compensation expense in connection with the issuance of 4,481,250 PubCo Restricted Shares to existing officers and directors of SPAC at a fair value of $42.6 million or $9.50 per share. The shares were valued using $10.00 per share and applied a discount for lack of marketability.

Note 7 — Net Loss per Share

Represents the loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were issued and outstanding since January 1, 2025. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted loss per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented. If the number of Public Shares described under the “Maximum Redemptions Scenario” described above are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

The unaudited pro forma condensed combined financial information has been prepared, assuming two alternative levels of redemption of Public Shares:

		For the Year Ended December 31, 2025
		No Redemptions Scenario		Maximum Redemptions Scenario
Weighted average shares outstanding – basic and diluted
Company Consideration Shares		28,571,430		28,571,430
Public Shares		8,625,000		—
Public Rights		1,725,000		1,725,000
Founder Shares		990,000		990,000
Retained shares		2,028,750		2,028,750
Private Placement Shares		318,750		318,750
PubCo Restricted Shares		4,481,250		4,481,250
Total		46,740,180		38,115,180

		Year Ended December 31, 2025
		Assuming No Redemptions				Assuming Maximum Redemptions
Pro forma net loss		$	(110,108,590	)		$	(110,287,317	)
Weighted average shares outstanding of ordinary shares – basic and diluted			46,740,180				38,115,180
Net loss per share – basic and diluted		$	(2.36	)		$	(2.89	)

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DILUTION

SPAC Shareholders who acquired Public Shares in the IPO will have their ownership interests diluted to the extent of the difference between the initial public offering price of $10.00 per Public Share sold in the IPO and the net tangible book value per share at the time of the Business Combination assuming various sources of material probable dilution described below but excluding the effects of the consummation of the Business Combination itself.

As of March 31, 2026, SPAC’s net tangible book value was $(6.6) million, calculated as total assets of $90.3 million less total liabilities of $6.8 million, and less Public Shares subject to redemption classified in mezzanine equity of $90.1 million. The number of SPAC Ordinary Shares outstanding as of March 31, 2026, was 11,909,375, which includes 10,919,315 SPAC Class A Shares and 990,000 SPAC Class B Shares.

The following table presents the net tangible book value per share at various redemption levels that may occur in connection with the consummation of the Business Combination assuming various sources of material probable dilution, but excluding the effects of the Business Combination transaction itself.

		Assuming No Redemption				Assuming 25% Redemption				Assuming 50% Redemption				Assuming 75% Redemption				Assuming Maximum Redemption
Offering Price of the Securities in the Initial Registered offering price per share		$	10.00			$	10.00			$	10.00			$	10.00			$	10.00
Pro forma net tangible book value, as adjusted(1)		$	77,388,920			$	54,660,488			$	31,932,057			$	9,203,625			$	(13,524,807	)
Total Shares(2)			13,687,500				11,531,250				9,375,000				7,218,750				5,062,500
Net tangible book value per share as of March 31, 2026		$	5.65			$	4.74			$	3.41			$	1.27			$	(2.67	)
Dilution per share to Public Shareholders		$	(4.35	)		$	(5.26	)		$	(6.59	)		$	(8.73	)		$	(12.67	)

____________

(1) See table below for reconciliation of net tangible book value, as adjusted.

(2) See table below for reconciliation of as adjusted shares.

The following table illustrates the as adjusted net tangible book value to the SPAC Shareholders and increase in net tangible book value to the SPAC Shareholders as a result of transaction costs incurred by SPAC, funds released from the Trust Account at the Closing, and reflects the issuance of PubCo Ordinary Shares to holders of SPAC Rights in connection with the SPAC Rights issued as part of the SPAC Units offered at the IPO.

		Assuming No Redemption(1)				Assuming 25% Redemption(2)				Assuming 50% Redemption(3)				Assuming 75% Redemption(4)				Assuming Maximum Redemption(5)
As adjusted net tangible book value per share after giving effect to the issuance of PubCo Ordinary Shares in connection with SPAC Rights issued at IPO to SPAC’s right holders		$	5.65			$	4.74			$	3.41			$	1.27			$	(2.67	)
Numerator adjustments
SPAC’s net tangible book value		$	(6,574,807	)		$	(6,574,807	)		$	(6,574,807	)		$	(6,574,807	)		$	(6,574,807	)
Transaction costs attributed to SPAC			(6,950,000	)			(6,950,000	)			(6,950,000	)			(6,950,000	)			(6,950,000	)
Funds released from Trust Account			90,913,727				68,185,295				45,456,864				22,728,432				—
As adjusted net tangible book value		$	77,388,920			$	54,660,488			$	31,932,057			$	9,203,625			$	(13,524,807	)
Denominator adjustments
Public Shares			8,625,000				6,648,50				4,312,500				2,156,250				—
Public Rights			1,725,000				1,725,000				1,725,000				1,725,000				1,725,000
Founder Shares			990,000				990,000				990,000				990,000				990,000
Retained shares			2,028,750				2,028,750				2,028,750				2,028,750				2,028,750
Private Placement Units			318,750				318,750				318,750				318,750				318,750
As adjusted SPAC’s shares outstanding			13,678,500				11,531,250				9,375,000				7,218,750				5,062,500

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(1) Reclassification of shares subject to redemption assumes that no Public Shareholders exercise their redemption rights with respect to their SPAC Class A Shares for a pro rata share of the funds in the Trust Account.

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(2) Assumes that 25% of Public Shareholders, holding 2,156,250 SPAC Class A Shares, exercise their redemption rights for an aggregate payment of approximately $22.7 million (based on the estimated per-share Redemption Price of approximately $10.54 per share as of June 30, 2026) from the Trust Account. The remaining amount held in the Trust Account of approximately $68.2 million is reclassified to equity.

(3) Assumes that 50% of Public Shareholders, holding 4,312,500 SPAC Class A Shares, exercise their redemption rights for an aggregate payment of approximately $45.5 million (based on the estimated per-share Redemption Price of approximately $10.54 per share as of June 30, 2026) from the Trust Account. The remaining amount held in the Trust Account of approximately $45.5 million is reclassified to equity.

(4) Assumes that 75% of Public Shareholders, holding 6,468,750 SPAC Class A Shares, exercise their redemption rights for an aggregate payment of approximately $68.2 million (based on the estimated per-share Redemption Price of approximately $10.54 per share as of June 30, 2026) from the Trust Account. The remaining amount held in the Trust Account of approximately $22.7 million is reclassified to equity.

(5) Assumes that all Public Shareholders, holding 8,625,000 SPAC Class A Shares, exercise their redemption rights for an aggregate payment of approximately $90.9 million (based on the estimated per-share Redemption Price of approximately $10.54 per share as of June 30, 2026) from the Trust Account.

SPAC issued 8,625,000 SPAC Units, each consisting of one SPAC Class A Share and one SPAC Right, at a price of $10.00 per unit in its IPO. Following the IPO, there are 8,625,000 Public Shares underlying the SPAC Units issued and outstanding. In connection with the Business Combination, there will be 28,571,430 shares issued to the GOWell Shareholder. The No Redemptions Scenario, 25% Redemptions Scenario, 50% Redemptions Scenario, 75% Redemptions Scenario and Maximum Redemptions Scenario have been disclosed in the table below as required by Item 1604(c).

For purposes of Item 1604(c)(1) of Regulation S-K, PubCo would have 46,740,180 PubCo Ordinary Shares issued and outstanding after giving effect to the Business Combination under the No Redemptions Scenario. Where there are no redemptions, the valuation of SPAC is based on the offering price each SPAC Class A Share underlying the SPAC Units in the IPO of $10.00 and is therefore calculated as: $10.00 (Per share price at IPO) times 46,740,180 shares, or $467.4 million. The following table illustrates the valuation based on the offering price of the securities at the IPO price of $10.00 per share under each redemption scenario:

		Assuming No Redemptions			Assuming 25% Redemptions			Assuming 50% Redemptions			Assuming 75% Redemptions			Assuming Maximum Redemptions
SPAC Class A Shares valuation based on offering price of the securities in the IPO of $10.00 per share		$	136,875,000		$	115,312,500		$	93,750,000		$	72,187,500		$	50,625,000
SPAC Public Shareholder shares outstanding post-Closing			13,687,500			11,531,250			9,375,000			7,218,750			5,062,500
Company Ordinary Shares valuation based on offering price of the securities in the IPO of $10.00 per share		$	330,526,796		$	330,526,796		$	330,526,796		$	330,526,796		$	330,526,796
GOWell Shareholder shares outstanding post-Closing			33,052,680			33,052,680			33,052,680			33,052,680			33,052,680
Total valuation based on offering price of the securities in IPO of $10.00 per share		$	467,401,796		$	445,839,296		$	424,276,796		$	402,714,296		$	381,151,796
Total shares outstanding post-Closing			46,740,180			44,583,930			42,427,680			40,271,430			38,115,180

____________

  This required disclosure is not a guarantee that the trading price of the PubCo Ordinary Shares will not be below the IPO offering price of SPAC, nor is the disclosure a guarantee that the valuation of PubCo will attain one of the stated levels of valuation.

(1) Includes 1,725,000 SPAC Class A Shares to be issued at Closing upon the conversion of the 8,625,000 Public Rights outstanding and 53,125 SPAC Class A Shares to be issued at Closing upon conversion of the 265,625 rights from the Private Placement Units.

After taking into account the effects of the consummation of the Business Combination itself, for each of the No Redemptions Scenario, 25% Redemptions Scenario, 50% Redemptions Scenario, 75% Redemptions Scenario, and Maximum Redemptions Scenario, the valuation of GOWell would need to equal $467.4 million, $445.8 million, $424.3 million, $402.7 million, and $381.2 million, respectively, in order for the non-redeeming shareholders’ interest per share to be at least equal to the IPO price per Public Share ($10.00 per share).

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INFORMATION ABOUT THE COMPANY

Unless the context otherwise requires, all references to the “Company,” “GOWell,” “we,” “us” or “our” refer GOWell Technology Limited, a Cayman Islands holding company, and its subsidiaries prior to the consummation of the Business Combination and refer to GOWell Energy Technology, a Cayman Islands holding company, and its subsidiaries (including GOWell Technology Limited) immediately following the consummation of the Business Combination. All information and data presented in the sub-section titled “Our Market Opportunity,” “What Differentiates Us,” and “Competition” has been derived from the BCB EVERGREEN PTE. LTD (“B-Core”) industry report commissioned by us in 2024 and updated in 2025 (the “B-Core Interviews and Analysis”) unless otherwise noted, and includes projections for future growth, which may not occur at the rates that are projected or at all.

Overview

GOWell is a global provider of integrated wireline logging technology and solutions focused on advancing well evaluation, integrity and performance. The Company serves the full energy spectrum, including oil and gas, geothermal, underground storage, and carbon sequestration, across the entire asset lifecycle, from construction and production to rejuvenation and permanent abandonment. As an integrated developer, manufacturer, and service provider, we deliver the equipment, logging data interpretation, and repair and maintenance services that position us to redefine industry standards in formation evaluation, well integrity, and production analysis. Our mission is to enable a safe, efficient, and sustainable lifecycle for global energy infrastructure.

Founded in 2007 with the vision of building a technology-driven international enterprise, GOWell now operates across eight business regions and serves customers in over fifty countries. GOWell Technology Limited is a Cayman Islands holding company that conducts substantially all of its operations through its operating subsidiaries. Our operations are anchored by a new global headquarters in Singapore, with regional hubs in Dubai, UAE, and Houston, U.S., other subsidiaries in Canada, Norway, the PRC and twelve additional local offices worldwide. Supported by a team of 200 employees and consultants, we leverage this global network to deliver flexible and cost-effective solutions tailored to our clients’ diverse needs. In addition, our manufacturing operations are conducted by a related-party manufacturing company in Xi’an, China as well as our subsidiaries in Singapore, Houston, Dubai, and Norway.

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GOWell generates revenue primarily from four business lines: equipment sales, equipment leases, logging data interpretation services, and repair and maintenance services. In our equipment sales line, GOWell supplies wireline logging equipment to service companies that seek competitively priced yet reliable products through one-time purchases. In the leasing line, we lease wireline logging tools on a monthly or annual basis, allowing customers to access advanced equipment without incurring significant upfront capital expenditures. As service companies face increasing constraints on capital investment, our leasing model provides them with an efficient and scalable alternative to ownership. Our logging data interpretation services integrate proprietary software with the expertise of our global geoscience team to deliver continuous quality control, data processing, and professional interpretation reports. While we offer tailored training for clients wishing to perform their own analysis, we retain exclusive in-house interpretation for our newest technologies, i.e., ePDT, DEC, MPAC, and TTCE tools (each defined below, together “newest technologies”), to ensure the accuracy of final interpretations. In addition, we provide 24/7 repair and maintenance services through local teams in Houston, Dubai, Jakarta, and Stavanger. We prioritize rapid remote troubleshooting to minimize downtime, while also offering on-site engineering support and facility repairs upon request.

GOWell is a technology-driven company underpinned by strong research and development capabilities. Our main R&D center in Houston employs 25 scientists and engineers with diverse technical backgrounds and is further supported by two R&D engineers in Singapore. We also maintain an R&D team of 5 persons in Norway dedicated to advancing our newest tractor technology. Since 2012, we have focused on developing and commercializing innovative technologies that have gained rapid acceptance in global markets. Our proprietary technologies have received multiple awards, including the 2024 OTC Spotlight on New Technology awards for our Enhanced Pipe Detection Tool (“ePDT”) and Through-Tubing Cement Evaluation (“TTCE”) tools, and the 2023 award for our Deformation and Eccentricity Tool (“DEC”). We were also a finalist in the 2025 Gulf Energy Excellence Awards for our Multi Pipe Azimuthal Corrosion (“MPAC”) technology. Our portfolio, including the ePDT, TTCE, DEC, and MPAC, is protected by twelve U.S. patents and two Norwegian patents.

GOWell is recognized as a preferred provider of open-hole and cased-hole wireline logging solutions for both international and regional energy service companies, including the provision of custom surface acquisition systems and analytical software required. We also collaborate directly with upstream operators, i.e., the end users of our products, through R&D partnerships and service engagements. Since inception, GOWell has served over 400 enterprise clients (including their branches and offices) and successfully completed more than 10,000 projects worldwide.

We recognized revenues of $47.2 million and $49.3 million for the year ended December 31, 2025 and 2024, respectively. In addition, we reported net profit of $1.1 million and $11.2 million for the years ended December 31, 2025 and 2024, respectively. This decrease was caused by slightly lower revenues, lower gross margin, and higher expenses. For further analysis on the net profit, see “The Company’s Management’s Discussion and Analysis of Financial Conditions and Results of Operations.”

The following table highlights our key operating and financial metrics for the periods presented, which we monitor regularly to assess our performance and inform strategic decision-making.

Metric		Fiscal Year 2025			Fiscal Year 2024
Recurring Revenue Mix %(1)			62 🡑%			57	%
Leasing Asset Revenue Ratio (US$ per dollar invested in equipment leases)(2)		$	1.34 🡓		$	1.45
R&D Spend % of Revenue(3)			8.5 🡑%			7.2	%
New Technology Revenue Mix %(4)			23 🡑%			21	%
Backlog(5) (US$ in thousands)		$	22,574 🡑		$	5,846

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Notes: Arrows indicate period-over-period directional trends for the applicable metric: 🡑 denotes an increase, and 🡓 denotes a decrease compared to the immediately preceding comparable period. Arrows are intended as visual indicators only and do not reflect the magnitude of change, which is shown in the corresponding numerical values.

(1)     Recurring Revenue Mix refers to the percentage of total revenue derived from leasing, logging data interpretation repair and maintenance service (“Services”) versus sales. Increases in this metric reflect a growing installed base and a higher proportion of recurring revenue. It is important for us to track our customers spending which is often driven by their internal

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capital expenditure CAPEX (“CAPEX”) approvals process. A shift to higher leasing and services revenue may indicate that customers are reducing their CAPEX spending, which could result in increased leasing fleet asset additions and internal CAPEX requirements.

(2) Leasing Asset Revenue Ratio reflects annual Service revenue generated per dollar invested in equipment leases, based on the two-point average net book value for the period. Higher ratios indicate improved utilization and stronger returns on the leasing fleet. This metric is used to calculate ROCI and is an indicator of asset utilization, which is one driver in manufacturing demand planning and asset redistribution to locations with higher utilization.

(3) R&D Spend as a percentage of revenue measures ongoing investment in the Company’s technology moat. The Company is committed to maintaining leadership in technological innovation and has set guidelines on R&D spending, which have historically facilitated the development of our technologies. Tracking this spending will also enable to assessment of the return on R&D investment, based on the commercialization of products developed by our team.

(4) New Technology Revenue Mix represents the share of revenue generated by our newest technologies. We track this metric to assess the rate of technology adoption and identify the geographic locations where it is occurring. New technologies adoption may also result in the obsolescence of older technologies, which could impact manufacturing demand planning and inventory adjustments. Our definition of newest technologies includes the following product families, as further described above: ePDT, TTCE, DEC, and MPAC.

(5) Backlog consists of open sales orders that have not yet been delivered at period end. Backlog serves as a leading indicator of future revenue and contributes to improved forecast visibility. This metric is used to inform and manage manufacturing demand planning, cash needs, and staffing needs.

Our Market Opportunities

The well logging industry operates through an interconnected ecosystem of exploration and production (“E&P”) operators, oilfield service (“OFS”) companies, and equipment providers. Operators, including geothermal developers, rely on logging services to evaluate, develop, and maintain their wells. OFS companies deliver these services by purchasing or leasing specialized equipment from providers, integrating such tools into their service offerings. Equipment providers, in turn, design, manufacture, and sell or lease the tools required for well logging operations, often collaborating directly with operators through research and development partnerships or specialized service contracts.

This market structure supports spending across both OFS offerings and direct operator relationships. As of the date of the B-Core Interview and Analysis, the global well logging market was valued at approximately $7.5 to $8.5 billion, with an expected annual growth rate of 2 to 3 percent from 2024 to 2029, according to B-Core. GOWell engaged B-Core for its market research. Within this ecosystem, GOWell serves both OFS companies and upstream operators. The Company designs, engineers, manufactures, sells, and leases and supports wireline logging equipment while maintaining direct relationships with end users through R&D collaboration and technical service offerings. This dual-channel approach enables the Company to capture value from both equipment provision and service support within its addressable market.

According to B-Core Interviews and Analysis, the wireline logging equipment market is positioned for steady growth, supported by three major factors: aging infrastructure, an increasingly stringent regulatory environment, and ongoing technological innovation.

Aging Infrastructure

The rising number and average age of the existing well stock, coupled with the cost of new well construction, is driving greater demand for cased-hole and well integrity logging. The number of new wells in the world has declined in the past 10 years and more attention is being given to the maintenance and abandonment of aging wells, especially in the mature production regions such as the Middle East and the U.S. Particularly, in the U.S., the number of operating wells over twenty years old continues to increase, according to the U.S. Energy Information Administration. With appropriate management, aging wells offer the opportunity to increase ultimately recoverable reserves, but aging wells also require more frequent and sophisticated integrity testing to assess corrosion, pressure, temperature, and overall system health. This aging profile is creating sustained demand for advanced integrity evaluation tools to ensure safe, efficient, and extended well lifespans. Additionally, all wells ultimately need to be permanently sealed and surface infrastructure removed, a process termed Plug and Abandonment (“P&A”). A critical part of P&A activity is the final evaluation of well integrity to select the most appropriate method for P&A.

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Changing Regulatory Landscape

Governments and industry regulators have strengthened well integrity standards globally, increasing requirements for regular monitoring and certification. In the U.S., states such as Colorado and Pennsylvania have enacted comprehensive wellbore integrity and testing regulations, while Norway and the United Kingdom have established national guidelines that mandate lifecycle integrity management and documentation.

At the same time, international standards, such as ISO 9001, which outlines requirement for a quality management system for organization of all sizes and sectors, and API Q1, tailored to organizations that manufacture equipment and components used in oil and gas operations, have become industry benchmarks. GOWell currently holds both certifications, demonstrating compliance with recognized standards governing manufacturing quality and well integrity management. The tightening global standards and regulatory oversight will continue to expand demand for the well integrity products and services.

Innovation as a Catalyst for Market Expansion

GOWell continues to prioritize innovation as a key driver of market growth. The company has developed several proprietary technologies designed to address longstanding challenges in well integrity assessment. These include the commercial ePDT and the DEC, together with the TTCE and MPAC services that are in final stages of commercialization.

The ePDT tool enables evaluation of corrosion and pipe conditions across multiple concentric pipe strings from within the production tubing. This wireline-conveyed inspection capability allows assessment of up to five concentric tubulars without requiring a rig or interrupting production and represents a significant advancement in the industry. The DEC tool utilizes focused magnetic density technology to measure casing deformation and tubing eccentricity, which we have patented, and allow 3-D visualization of well geometry. Meanwhile, our patented TTCE system facilitates evaluation of cement integrity behind casing without removing production tubing. This breakthrough technology is particularly transformative for P&A operations, offering operators a means to reduce total well costs while enhancing safety.

Collectively, these innovations address critical limitations in traditional well evaluation methods and support operators in lowering operational costs, managing environmental risks, and extending the productive life of wells. We believe these advancements will continue to drive adoption of GOWell’s technologies as the industry evolves toward greater efficiency and sustainability.

What Differentiates Us

We believe GOWell is well-positioned to continue our long-term growth trajectory via opportunities in the global wireline logging and other oilfield service markets. Our competitive strengths include:

Our diversified and resilient business model supports stable performance across industry cycles.

Our revenue structure is inherently resilient against industry cyclicality and oil price volatility due to a highly diversified business model and flexible commercial approach. We are an independent technology provider to the global OFS industry, offering equipment, logging data interpretation, repair, and maintenance services across key phases: well construction, monitoring, intervention, and plug and abandonment. This broad scope is supported by a customer base that spans the largest international players, medium sized independents, regional players, and small local operators globally.

Crucially, our focus on well integrity and maintenance logging makes us less exposed to oil price fluctuations. When oil prices decline, operators typically maintain or increase spending on these services, as production from existing, mature wells becomes critical. This stable demand is facilitated by our flexible commercial models including equipment sales, leasing, and revenue sharing which allow us to secure revenue from the entire customer spectrum and enable operators to fund necessary integrity work through operational expenditure processes, sustaining a stable revenue base regardless of the prevailing market environment.

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Our technology leadership is driven by robust R&D capabilities and a commercially proven IP portfolio.

GOWell is a technology driven company supported by robust research and development capabilities. Our R&D center in Houston, Texas, employs 25 scientists and engineers who collaborate closely with our manufacturing teams to ensure high quality product delivery and customized client solutions.

This commitment to innovation has produced a proven track record of creating new, commercially viable products and a strong, expanding intellectual property portfolio. To date, the Company holds twelve U.S. patents and two Norwegian patents, with four additional international patents pending, covering technologies in magnetic focus tubular imaging, resonance-based cement evaluation, and electromagnetic passive noise analysis.

Our ability to transform research into award winning, commercially successful innovations is demonstrated by our market leadership. We pioneered three-barrier corrosion logging technology and today command a leading presence in Saudi Arabia, an important market for this technology. We also led the development of technology for magnetic deformation and eccentricity measurements, securing a limited exclusivity agreement with the largest OFS company. Furthermore, we have developed entirely new methods for ‘looking through’ a first wellbore tubular to determine the condition of an outer tubular and cement sheath, which are currently in active field trial and commercialization. These successes are built upon our proprietary platforms, including PegasusStar (well integrity), GallopStar (open-hole logging), and Aurora (fiber optic sensing), which have achieved rapid acceptance in international markets.

We drive growth by linking our technology and operations to the industry’s changing needs.

We are strategically placed to lead growth in a transforming industry by fundamentally aligning our technology and operations as the global energy sector’s priorities shift toward safety, efficiency, and sustainability. The market for advanced well integrity solutions continues to expand as the energy transition accelerates and regulatory authorities prioritize preventative maintenance and technological renewal. Our proprietary portfolio has a critical role across all infrastructure, whether managing conventional assets, facilitating the rejuvenation of oil and gas assets, or supporting new energy applications like carbon sequestration and geothermal. We are positioned to capture this growth, with most of our core product lines expected to grow by approximately 20% annually over the next three years in key regions.

This market leadership is supported by our comprehensive integration of environmental, social, and governance (“ESG”) principles. We utilize systematic measures to minimize the environmental impact of our production and OFS activities, and our U.S. R&D center drives innovation through products such as the ePDT, DEC, and TTCE, which combine social responsibility with sustained technological progress. Furthermore, our commitment to quality is upheld through in-house product development and manufacturing, ensuring continuous improvement and compliance with international API standards, while we prioritize employee welfare through comprehensive benefits and occupational safety programs.

We are led by an experienced global management team with deep industry expertise.

We are led by an experienced global management team comprising seasoned industry professionals. Our leadership team possesses decades of experience gained from field operations through to executive leadership roles at the most recognizable names in the global oilfield market. This diverse background provides extensive expertise across OFS, technology development, and international operations. The team’s ability to combine deep technical expertise with proven leadership in building and scaling energy technology businesses allows the company to focus on best practices and navigate complex organizational challenges effectively. For example, our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer each bring more than 25 years of experience in the energy industry, including prior service as chief executives within leading energy and energy-technology organizations. This team’s global perspective and operational discipline underpin our strategic growth and innovation. For further details regarding our executive officers, please refer to “Management of PubCo after the Business Combination” in this proxy statement/prospectus.

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Our Growth Strategies

We intend to pursue the following growth strategies:

Strengthening Our Conventional Tool Offerings

We plan to expand our presence in conventional wireline tools by offering competitive, high-performance alternatives to products currently supplied by TGT, Sondex, Probe, and other competitors. We believe that by broadening our product portfolio through advanced, AI-enabled solutions and extending our geographic reach into new markets, we can enhance our competitive position. Our objective is to become a preferred supplier to oilfield service companies seeking reliable, cost-effective, and technically advanced products.

Driving Innovation Across Our Product Portfolio

We are committed to maintaining our position as a technology-driven company. Our innovation strategy focuses on commercializing advanced thru-tubing technologies, including the DEC, MPAC, ePDT, and TTCE. We also plan to introduce customized solutions and AI-based data interpretation products designed to enhance performance and operational efficiency. We believe these initiatives will enable us to provide differentiated, high-value solutions for our customers while reinforcing our technology leadership in the wireline logging market.

Deepening Strategic Partnerships with Key Customers

We plan to strengthen our relationships with major OFS companies by offering customized equipment manufacturing and collaborative product development opportunities. At the same time, we expect to continue engaging directly with exploration and production operators through technical roadshows, knowledge-sharing workshops, and co-development projects. We believe that deepening these partnerships will enhance customer retention, improve our understanding of operational requirements, and create new opportunities for product adoption.

Leveraging Opportunities in the Energy Transition

As the global energy industry continues to shift toward lower-carbon solutions, we believe there are significant opportunities for us to apply our core technologies to support this transition. We intend to enhance plug-and-abandonment workflows with next-generation thru-tubing measurement technologies and to collaborate with plug-and-abandonment teams at major operators worldwide. In addition, we plan to expand our high-temperature tool portfolio to serve the growing geothermal market. We believe that participation in these business lines will diversify our revenue base and position us for long-term growth beyond traditional oil and gas applications, such as geothermal, underground storage, and carbon sequestration.

Pursuing Targeted Acquisitions to Accelerate Growth

We plan to expand our equipment and service offerings through selective acquisitions that complement our existing capabilities and geographic footprint. We believe these transactions, if completed, would strengthen our technology portfolio, and broaden our market access. In addition, we are focused on scaling GOWell Technology Norway AS, a tractor business we acquired from a bankruptcy estate in March 2025, which we believe enhances our capabilities in well intervention and contributes to our long-term growth strategy.

What We Offer

GOWell’s products and services are used throughout the entire lifecycle of wells and increasingly in emerging energy sectors. Our technologies support well construction, production optimization, and late-life management across the following operating conditions:

• Diagnostics and Monitoring:    We provide real-time wellbore assessment to detect corrosion, deformation, and isolation issues early. This minimizes unplanned downtime and secures long-term well integrity.

• Production Optimization:    By combining flow profiling, noise and temperature sensing, and sand detection, we help operators identify fluid sources and monitor flow behavior to maximize production efficiency.

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• Evaluation:    Our open-hole logging and petrophysical analysis characterize reservoir formations. These insights determine rock properties and hydrocarbon zones to guide effective well construction and field management.

• Extreme Environments:    Our tools are engineered for reliability in high-pressure, high-temperature and highly deviated wells, ensuring consistent data quality in complex geometries.

• Late-Life and Abandonment:    We assist in decommissioning and repurposing wells through multi-tubular validation and annular barrier verification, ensuring structural integrity and regulatory compliance prior to closure.

• Energy Transition:    We adapt our technology for renewable applications, including high-temperature logging for geothermal wells and containment verification for carbon capture and storage projects.

We generate revenue primarily from the following four business lines: equipment sales, equipment leases, logging data interpretation, and repair and maintenance services.

Equipment Sales and Equipment Leases

GOWell designs, manufactures, sells, and leases a comprehensive suite of wireline logging equipment to OFS companies and upstream operators. Our equipment supports both cased-hole and open-hole applications, with tools capable of delivering formation evaluation, production analysis, and well integrity diagnostics. Products are available for sale through one-time purchases or for lease under monthly or annual leasing terms, enabling customers to manage capital expenditure more efficiently.

Sales of Products

We sell our products primarily through direct purchase orders or contracts, depending on the nature of the transaction and the customer relationship. When sold pursuant to a purchase order, the customer is generally bound by our standard terms and conditions, subject to limited exceptions. Certain specialized tools, such as the TTCE and the MPAC, are not available for sale and may only be leased.

Sales of new tools typically require a 30% down payment at the time of order, with the remaining balance payable upon delivery and/or acceptance. Title to the products transfers to the buyer only upon receipt of full payment. The decision to use a standard written contract rather than a purchase order depends on several factors, including: (1) the sophistication of the buyer, (2) the volume of sales with the buyer, (3) whether the products are exported and require customs clearance, (4) whether the products are sold in jurisdictions where we do not maintain a subsidiary or representative office, (5) whether the arrangement involves lease-to-own terms, (6) whether the expected duration of the arrangement exceeds one year, (7) the number of tools being sold, and (8) the total value of the purchase. Our standard warranty period is twelve months from the date of delivery and/or acceptance.

Large Sale of Open-Hole Tools in Ukraine

On June 15, 2026, GOWell, through its representative, Denimex Inc. (“Denimex”), secured through a public tender process a large order for the supply of its open-hole logging tools to Ukrgasvydobuvannya (“UGV”), Ukraine’s largest natural gas production company, with an aggregate contract value of approximately US$12.2 million. GOWell entered a representation agreement with Denimex on December 16, 2025, pursuant to which Denimex was appointed as GOWell’s representative in Ukraine to provide representation and commercial support services in connection with the sale of Gowell’s wireline logging equipment to UGV and other customers within the territory. The representation agreement also sets forth the principal terms of Denimex’s appointment, the scope of its services, commission arrangements, payment procedures, warranties, the parties’ respective obligations, and other customary terms and conditions.

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Leases of Products

Most of our tools that are offered for purchase are also offered for lease at the option of the client, subject to availability. When leasing our products, title to all leased tools always remains with the Company, and clients are generally responsible for any damages or losses, including instances in which a tool becomes irretrievable within the wellbore, commonly referred to as “lost-in-hole.”

Lease prices vary by region, usage, and tool availability. The Company tries to maintain a sufficient inventory of tools to meet customer demand by performing annual reviews of our leasing fleet. Leasing arrangements may be made pursuant to either a purchase order or a standard written contract, depending on the customer’s location, size, and level of sophistication. Typical leasing arrangements include: (1) per-job leases, under which tools are returned following completion of one or more jobs; (2) daily leases, under which tools are returned after a specified number of days; (3) monthly leases, under which tools are returned after an agreed number of months, with a minimum three-month period required for tools deployed outside the jurisdiction where we operate; (4) yearly leases, available only under contract; (5) revenue-share leases, under which the client pays a percentage of the payments received from the end user; and (6) revenue-share hybrid leases, under which a minimum monthly fee applies if revenue-share payments fall below an agreed threshold.

SLB Framework Agreement

On October 21, 2024, the Company entered into the SLB Framework Agreement with Schlumberger Oilfield Holdings Limited and Schlumberger Technology Corporation, subsidiaries of SLB, which included several documents pursuant to which the SLB Affiliates granted the Company a license to manufacture the SLB Tools. Under the SLB Framework Agreement, the Company is permitted to lease or sell the SLB Tools to the SLB Affiliates and to sell the SLB Tools to third parties. For any sales to third parties, the Company is required to pay royalties to SLB based on an agreed-upon royalty structure. The SLB Framework Agreement sets forth the principal terms regarding the scope of the license, the Company’s manufacturing obligations, the pricing and commercial terms applicable to sales to the SLB Affiliates and third parties, and the royalty obligations payable to the SLB Affiliates.

For the fiscal years ended December 31, 2025 and 2024, we recognized revenues of $17.8 million and $21.1 million, respectively, from equipment sales. Revenue from equipment leases was $23.1 million and $22.4 million for the years ended December 31, 2025 and 2024, respectively.

For the fiscal year ended December 31, 2025, our customer, Schlumberger Middle East S.A. exceeded the 10% threshold, contributing approximately 13% of our total revenue. For the fiscal year ended December 31, 2024, our customer, Schlumberger Middle East S.A. exceeded the 10% threshold, contributing approximately 13% of our total revenue.

Our product portfolio includes cased-hole tools, open-hole tools, distributed fiber optic sensing equipment, and well integrity software. Together, these systems form an integrated solution that enables operators to monitor, analyze, and optimize well performance throughout its lifecycle.

Cased-Hole Products

GOWell’s cased-hole portfolio incorporates the vast majority of tools, ranging from standard correlation to complex well integrity and production logging tools. Our tools contain two or more sensors, reducing the toolstring length and providing accurate results to our customers. We have 6 categories of cased-hole products: (1) Well Integrity; (2) Correlation; (3) Production Logging; (4) PegasusStar; (5) Cables, and (6) Accessories.

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Our well integrity tools provide a continuous profile of the wellbore, enabling comprehensive inspection of downhole conditions and the early identification of issues such as leaks, poor cement placement, or compromised tubular integrity across multiple barriers. These tools are available for both sale and lease and are designed to address four primary objectives. Multi-Pipe Integrity delivers evaluation of up to five concentric casing strings deployed through tubing. Cement Evaluation applies advanced resonance-based technology to assess cement quality through tubing. Leak Detection employs high-fidelity array spectral noise analysis to accurately locate and characterize fluid movement. Finally, Tractor Conveyance enables reliable access to the most geometrically complex wells, including highly deviated and horizontal completions. We sell and lease the following cased-hole well integrity tools*:

Array Noise Tool (ANT) Uses spectral noise analysis to detect and precisely locate fluid leaks and movement (identifying the depth and direction of barrier failures). It operates in flexible continuous/stationary modes using surface readout or memory deployment.		Magnetic Thickness Detector (MTD Detects and quantifies corrosion in up to 3 concentric tubulars using a Pulsed Eddy Current Electromagnetic technique		Sand Detection Tool (SDT) Detects location of sand ingress into a wellbore by analysing the high frequency noise events occurring when sand particles impact the outer housing of the tool itself.		Acoustic Leak Flow Analyser (ALFA) A highly compact, high resolution noise tool for the evaluation of leaking tubulars and fluid flow behind casing. It is a memory only tool.		Radial Bond Tool (RBL) An acoustic service that evaluates the cement bond in the first annulus of a tubular. It uses acoustic wave attenuation to determine cement sheath characteristics across multiple radial sectors

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Acoustic Leak Flow Analyzer (ALFA UHT) Highly compact, high-resolution noise tool for evaluating leaking tubulars and fluid flow behind casing. Memory-only operation at elevated temperatures (UHT).		Enhanced Pipe Detection Tool (ePDT) Uses Pulsed Eddy Current Electromagnetic technique to detect and quantify corrosion in up to 5 concentric tubulars.		Stationary Noise Tool (SNT) Detects fluid movement and identifies leaks using spectral noise analysis. Makes stationary measurements; runs in surface readout or memory modes.		Multi-Finger Caliper (MFC) Mechanically measures internal tubing and casing geometry to assess corrosion and wear.		Deformation & Eccentricity Tool (DEC) Uses magnetic flux density mapping to determine the degree and direction of inner tubular eccentricity and second concentric tubular deformation.

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* Unless otherwise indicated, the images, diagrams, and illustrations contained in this prospectus are not to scale and are provided solely for illustrative purposes to facilitate understanding of our products and operations.

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Our correlation tools provide accurate depth correction and reliable leakage detection to ensure precise evaluation of downhole conditions. By integrating key parameters such as Gamma Ray, CCL, Temperature, and Pressure, these tools enable effective correlation across multiple operations and can be seamlessly combined with any Pegasus Series tools. We sell and lease the following cased-hole correlation tools*:

Gamma Ray-Wellbore Temperature-Ccl (GTC43C-E) Detects natural Gamma Ray emissions, wellbore temperature and the location of tubular casing collars for accurate wellbore positioning and correlation.		Pressure Temperature Capacitance Ccl (MCS) Used in a PLT string to determine wellbore temperature and pressure and to identify the water content of fluids in the wellbore		Gamma Ray-Wellbore Temperature (PGT43C-A) Detects natural Gamma Ray emissions, and wellbore temperature for accurate wellbore positioning and correlation.		Pressure-Temp-Ccl Tool (PTC43C-A) Detects wellbore temperature, pressure and the location of tubular casing collars for accurate wellbore positioning and correlation.		Memory Gamma Ray Tool (GRT) Detects natural Gamma Ray emissions for accurate wellbore positioning and correlation.

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* Unless otherwise indicated, the images, diagrams, and illustrations contained in this prospectus are not to scale and are provided solely for illustrative purposes to facilitate understanding of our products and operations.

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Our production logging tools deliver accurate measurements of fluid flow, pressure, temperature, density, and wellbore geometry to support comprehensive evaluation of production and injection profiles. Designed for flexibility, these tools can be combined into compact PLT strings with Pegasus Series modules to provide reliable diagnostics for leak detection, reservoir performance, and wellbore condition monitoring. We sell and lease the following cased-hole production logging tools*:

Continuous Flowmeter (CFM) Measures fluid flow profiles for production and injection analysis.		Inline Flowmeter Sub (IFS) Measures fluid flow profiles for production and injection analysis.		Pressure-Temperature- Flowmeter (PTF43) Measures fluid flow profiles for production and injection analysis, together with wellbore pressure and temperature.		Fullbore Flowmeter (FBM43) Measures fluid flow profiles for production and injection analysis.

Combined Water Holdup Tool/ Density Tool (QCD) Measure the amount of water in produced fluids and the density of the fluids, allowing the identification of gas phases vs liquid phases.		XY Caliper Determines the ID of wellbore tubulars for the identification of tubing deformation and scale buildup.		Quartz Pressure Tool (QPS) Accurate measurement of wellbore pressure for fluid ingress identification and pressure transient analysis.

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* Unless otherwise indicated, the images, diagrams, and illustrations contained in this prospectus are not to scale and are provided solely for illustrative purposes to facilitate understanding of our products and operations.

PegasusStar integrates high-speed telemetry, memory recording, and versatile auxiliary modules to deliver a flexible and efficient solution for wireline and memory operations. Fully compatible with the Pegasus Series tools and industry-standard Warrior™ 8 software, PegasusStar ensures seamless surface-to-downhole communication, reliable

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data acquisition, and simplified system integration. From power supply and data control to load measurement, centralization, and third-party tool compatibility, PegasusStar provides the foundation for efficient logging operations in even the most challenging well conditions. We offer the following PegasusStar system tools and accessories*:

Tension Compression Sub (TCS 43) Measures the tensile and compressive forces acting at the top of a tool-string. This is an important diagnostic measurement for the safe deployment and retrieval of tools together with being a key quality indicator.		High Speed Telemetry (WTS43C-C) Provides communications link between downhole tools and surface system		Roller Centralizers Used to position tools in the center of wellbores. Rollers at apex of arms serve to reduce friction caused by force of arms pushing outward.		CAN-USB Box (MRL.GJ5) Provides for the on surface communication with downhole tools for calibration and troubleshooting.		Surface Panel (CSS107) Provides the uphole communication link for tool-strings and interfaces with surface acquisition system
Memory Controller (MRL43C-C) Provides the autonomous downhole tool control and data storage for memory conveyed services.		Battery Pack Unit (BPU43C) Provides the downhole tool power for memory conveyed services.		GO7 Battery Battery for use in the Battery Pack Unit		Pegasus Protocol Adapter (XPA43J-A) Telemetry protocol adapter		Flex Joint Tool (FJT) Provides mechanical flexibility for navigating tortuous wellbores

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* Unless otherwise indicated, the images, diagrams, and illustrations contained in this prospectus are not to scale and are provided solely for illustrative purposes to facilitate understanding of our products and operations

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Open-Hole Products

GOWell provides a comprehensive portfolio of open-hole products, supported by field-proven equipment, high-quality measurements, and extensive technical expertise. These solutions focus on four key areas. Data Analytics supports the underground storage and management of large volumes of natural gas in suitable wells. Proprietary Interpretation Software is developed in-house to perform advanced diagnostics and deliver accurate evaluations. Precision instruments enable reliable formation evaluation across reservoirs worldwide. Finally, Advanced Evaluation Technologies provide enhanced capabilities for formation imaging and anisotropic acoustic analysis, offering deeper insights into subsurface conditions.

The solutions incorporate GallopStar, our wireline logging acquisition system, which includes our proprietary logging software, a compact surface system and high-speed telemetry. Our Gallop series of downhole tools are modular and fully compatible with our TIGR telemetry sub and offer a range of standard measurements. Our solutions include complete set of accessories, calibration equipment and all supplies. GOWell is also able to offer logging trucks complete with GallopStar and PegasusStar systems pre-installed and ready for wellsite operations. GOWell’s experienced technical support team can provide operations and maintenance training and assistance for projects globally. Our measurements are typically compatible with most customers’ existing petrophysical software for full processing and log analysis, or we can provide recommended analysis solution. We have 5 categories of open-hole products: (1) GallopStar; (2) Resistivity Tools; (3) Nuclear Tools; (4) Sonic Tools; and (5) Ancillary Tools.

GOWell’s GallopStar Surface Acquisition system is a modern, high-speed, modular logging data acquisition system. The GallopStar system comprises a compact set of hardware panels and WindowsTM based acquisition software which is compatible with GOWell’s Gallop series of Open-Hole tools. When coupled with the GallopStar downhole GR-Telemetry sub the system is capable state-of-the-art uplink speeds reaching 1Mbit/s. The surface system is modular and supports optional plug-in modules. A perforating module which is fully API RP67 compliant is available. Our resistivity tools provide accurate formation conductivity and resistivity measurements under a wide range of borehole conditions. By combining induction, lateral, spherical, and imaging technologies, these tools deliver multi-depth investigations that enable identification of permeable zones, evaluation of invasion effects, and determination of true formation resistivity. With both conventional resistivity measurements and high-resolution imaging, our portfolio supports reliable reservoir characterization and fluid saturation analysis. We offer the following resistivity tools*:

Array Induction Logging Tool (AILT) Provides multi-depth formation resistivity measurements for fluid saturation and reservoir evaluation.		Dual Induction Logging Tool (DILT) Provides two-depth formation resistivity measurements for fluid saturation and reservoir evaluation.		Dual Lateral Logging Tool (DLLT) Provides two-depth formation resistivity measurements for fluid saturation and reservoir evaluation. Used in conductive mud systems only.		Micro Resistive Imaging tool (MRIT) Used in conductive mud systems to measure micro resistivity traces for the determination of geological characteristics of the formations surrounding the wellbore.		Micro-Spherical Logging Tool (MSFL) Shallow resistivity measurement in conductive mud systems to evaluate flushed zone fluids and hydrocarbon movability.

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* Unless otherwise indicated, the images, diagrams, and illustrations contained in this prospectus are not to scale and are provided solely for illustrative purposes to facilitate understanding of our products and operations.

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Our nuclear tools deliver critical porosity, density, and spectral gamma measurements that are fundamental to formation evaluation. By integrating neutron, density, and gamma ray technologies, these tools provide insights into lithology, shale content, clay typing, and hydrocarbon saturation. With advanced compensation for borehole conditions and high-resolution spectral analysis, our nuclear logging tools ensure accurate data for reservoir characterization and production optimization. We offer the following nuclear tools*:

Compensated Neutron Logging Tool (CNLT)** Uses emitted neutrons to determine Hydrogen Index of formations around wellbore which is calibrated to formation porosity		Gamma Ray Spectral Tool (GRST) Performs spectral gamma logging for formation lithology identification.		Telemetry/Inclinometer Gamma Ray Tool (TIGR) & TTM Tool Provides Telemetry to surface for downhole tools, together with Gamma ray for correlation and wellbore inclination.		Litho Density Logging Tool (LDLT)** Uses high energy Gamma Rays to determine formation bulk densities which are calibrated to formation porosity

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* Unless otherwise indicated, the images, diagrams, and illustrations contained in this prospectus are not to scale and are provided solely for illustrative purposes to facilitate understanding of our products and operations.

** Our CNLT and LDLT tools contain certain radioactive materials. For more information see “Risk Factors — Risks Related to Our Business and Industry — Certain products of ours require the use of radioactive sources or incorporate radioactive materials, which subject us and our customers to regulations, related costs and delays, and potential liabilities for injuries or violation of environmental and health and safety laws.”

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Our sonic tools provide high-quality acoustic measurements essential for porosity evaluation, seismic calibration, and geo-mechanical analysis. By employing monopole, dipole, and cross-dipole acoustic acquisition, these tools deliver a complete dataset for formation characterization, fracture identification, and cement bond evaluation. With advanced design and multiple receiver configurations, GOWell’s sonic logging tools help ensure accurate travel-time measurements and comprehensive acoustic data under a wide range of borehole conditions. We offer the following sonic tools*:

High-Definition Sonic Logging Tool (HDSL) Acquires full-waveform acoustic data for formation and cement evaluation.		X-Dipole Logging Tool (XDLT) Acquires full-waveform monopole and shear acoustic data for comprehensive mechanical properties evaluation and acoustic anisotropy for geomechanical applications

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* Unless otherwise indicated, the images, diagrams, and illustrations contained in this prospectus are not to scale and are provided solely for illustrative purposes to facilitate understanding of our products and operations

GOWell has one ancillary product for open-hole projects: our Six-Arm Caliper. The Six-Arm Caliper tool has independent arms measuring 6 radii of the borehole wall. The 6-arms are spaced at 60 degrees leading to a more accurate measurement of the borehole cross-section compared to 2 or 4-arm tools. The tool has six independent arms measuring an accurate set of radii via 6 electrical sensors. Borehole diameter is measured by the three sets of opposite arms.

Distributed Fiber Optic Sensing

Our Distributed Fiber Optics (“DFO”) technology makes it possible to continuously monitor the entire wellbore continuously over extended periods of time. Unlike logging tools that can survey only a limited interval of the well at one specific time, DFO captures data several times per second, providing a complete wellbore profile. As a result, dynamic events moving along the wellbore can be tracked, which provides a better insight into the wellbore dynamics and added confidence to well integrity decisions. For example, a gas leak migrating upwards can be followed and its speed measured, and intermittent events that would otherwise escape detection by traditional point measurement logging tools can be observed and diagnosed.

Well Integrity Software

The SmartLog Well Integrity Software Platform (the modern evolution of ViewWell) provides a unified and comprehensive interface designed for advanced data processing and visualization. It evaluates well integrity by integrating and analyzing data related to cement, casing, and tubing conditions. The platform supports multiple industry-standard data formats (including Log ASCII Standard and Digital Log Interchange Standard) and offers essential data handling capabilities like depth correction, data merging, and mathematical operations. Key features include a 3D visualization environment and a standalone viewer that can be distributed to clients. SmartLog’s modular, scalable design is configurable to accommodate client-specific requirements and is utilized extensively internally under a flexible licensing model to generate high-quality analytical outputs daily.

Logging Data Interpretation Service

Our logging data interpretation business transforms complex logging data into actionable insights through a combination of proprietary software, specialized expertise, and advanced analytics. This business line provides three primary categories of services: well integrity analysis, production log analysis, and open-hole log processing.

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Well Integrity Analysis

Our well integrity analysis services focus on diagnosing corrosion, casing deformation, cement quality, and leakage issues across multiple well barriers. We use proprietary ViewWell™ software to process and integrate data from multiple tool types, including the Magnetic Thickness Detector (“MTD”), ePDT, and DEC. These datasets are analyzed to identify corrosion progression, assess cement bonding integrity, and evaluate overall tubular health. Our reports include time-lapse analyses showing corrosion evolution over time, supporting operators in preventive maintenance and tubing replacement planning. We also process data from Multi-Finger Caliper, Leak Detection, and Cement Bond tools, consolidating results into comprehensive well integrity reports tailored to each client.

Production Log Analysis

Our production log analysis services assist operators in evaluating well performance and identifying production inefficiencies. GOWell’s Advanced Production Team (“APT”), composed of experienced geoscientists, provides detailed assessments of reservoir behavior, zonal inflow, and production anomalies. Using array flowmeter, pressure, temperature, and density measurements, we deliver insights into water source identification, productivity and injectivity index analysis, crossflow identification, and temperature and pressure gradient modeling. These analyses help clients optimize production and enhance recovery strategies.

For the fiscal years ended December 31, 2025 and 2024, we recognized revenues of $5.0 million and $4.8 million, respectively, from logging data interpretation services.

Repair and Maintenance Services

GOWell provides comprehensive repair and maintenance services for wireline logging tools to ensure optimal operational performance and equipment longevity. Our operations are supported by maintenance laboratories and local service teams based in key markets, including Houston, Dubai, Jakarta, and Stavanger. These facilities are equipped with advanced calibration and diagnostic systems capable of performing complex repairs, reconditioning, and quality testing for both our own equipment and that of our clients.

Our teams are available around the clock to provide rapid remote troubleshooting, ensuring minimal downtime and mitigating financial losses caused by equipment failures. When further assistance is required, we can deploy engineers for in-person support or route equipment to our nearest maintenance facility. We believe this high level of responsiveness and lifecycle support differentiates GOWell from many independent equipment manufacturers that focus solely on production and sales.

For the fiscal years ended December 31, 2025 and 2024, we recognized revenues of $1.3 million and $1.0 million, respectively, from repair and maintenance services.

Our Technology and Innovation

Technology is a central pillar of our competitive differentiation and underpins our overall business strategy. GOWell’s innovation framework is driven by robust research and development capabilities that facilitate the design, manufacturing, and commercialization of our well logging technologies. These capabilities enable us to deliver comprehensive solutions to operators across the full lifecycle of a well, from initial formation evaluation, through well completions, ongoing production optimization, and well integrity management.

Research and Development Capabilities

Our research and development capabilities form the foundation of GOWell’s technology leadership. We operate a R&D center in Houston, Texas, and another in Sandnes, Norway, for our tractor conveyance products. We also have an engineering team through our related party in Xi’an, China, to further develop and streamline our manufacturing capabilities and certain products purchased by the Company. Together, these R&D centers drive innovation in both product design and applied physics. The Houston center focuses on research and prototyping and has been the source of multiple U.S. patents awarded for our electromagnetic and acoustic measurement technologies. The Xi’an center specializes in product development, sustaining engineering, and software design, and collaborates closely with our

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manufacturing facilities to ensure consistent quality and reliability. We expect that, by the end of December 2026, the engineering team at our related party in Xi’an will transition to our new formed, fully integrated China-based subsidiaries.

Our R&D team in Houston comprises 25 scientists and engineers with diverse expertise in materials science, electromagnetics, acoustics, and data analytics and is further supported by two R&D engineers in Singapore. We also maintain an R&D team of 5 persons in Norway dedicated to advancing our newest tractor technology. These teams work collaboratively across regions to accelerate the translation of research into commercial products, with a focus on scalability, durability, and field performance. In addition to internal research projects, we engage in joint development programs with customers to create customized solutions that address specific well conditions or operational challenges.

Our innovation framework emphasizes both incremental improvement of existing technologies and the pursuit of breakthrough developments that extend the boundaries of well logging. Recent initiatives have produced the PegasusStar and GallopStar platforms, which deliver advanced telemetry and data acquisition capabilities for cased-hole and open-hole applications, respectively. We have also developed the Aurora line of distributed fiber-optic sensing technologies for continuous wellbore monitoring.

GOWell’s intellectual property portfolio includes twelve U.S. patents, two Norwegian patents, and multiple pending international applications covering core areas such as sensor physics, signal processing, and tool design. Our proprietary technologies have received multiple awards, including the 2024 OTC Spotlight on ePDT and TTCE tools, and the 2023 award for our DEC. We were also a finalist in the 2025 Gulf Energy Excellence Awards for our MPAC technology. We continue to expand our patent holdings in emerging fields including magnetic focus downhole tubular imaging, resonance-based cement evaluation, and advanced electromagnetic passive noise technologies. Our continued investment in R&D underpins our strategy to maintain long-term technological leadership and enhance our competitive positioning globally.

Integrated Technology Suites

GOWell’s technology portfolio integrates a broad spectrum of systems and capabilities designed to enhance operational performance, reduce risk, and improve decision-making efficiency. These technologies span well integrity, flow profiling, conveyance, and accessories, open-hole logging, and interpretation and software solutions.

Well Integrity

Our well integrity technology provides a comprehensive range of diagnostic solutions designed to ensure the structural and operational integrity of wellbores throughout their lifecycle. The suite includes our Electromagnetic Multipipe Thickness Assessment tools that use pulsed eddy current technology to quantify metal loss across up to five concentric tubulars, and Multi-Finger Calipers that deliver precise physical measurements of internal tubing diameters from 2 3/8” tubing to 16” casing. It also features Second-Pipe Deformation and Metal Loss Mapping, which simultaneously maps flux density in the first and second tubulars to detect eccentricity, deformation, and variations in pipe thickness. For cement evaluation, the suite offers both Sonic Cement Evaluation for assessing first-annulus cement integrity and Resonance-Based Second-Pipe Cement Evaluation for determining zonal isolation in the second annulus.

Flow Profiling

Our flow profiling technology provides advanced solutions for understanding the origin, nature, and volume of fluids produced from a well, critical information for effective reservoir and production management. The flow profiling suite includes Production Logging tools, available in both centerline and array configurations, enabling precise evaluation of multiphase and segregated flow regimes. Spectral Noise and Distributed Fiber technologies deliver detailed flow characterization by analyzing acoustic signatures throughout the wellbore, while High-Resolution Temperature sensors offer rapid-response thermal measurements for accurate flow profiling. Additionally, Sand Detection technology utilizes passive acoustic monitoring to identify sand grain ingress into producing wellbores.

Conveyance and Accessories

Our conveyance and accessories technologies deliver advanced solutions for efficiently deploying and optimizing wellbore diagnostic tools. Recognizing that the method of conveyance and configuration of downhole technologies are critical to acquiring accurate wellbore data, the suite features a latest-generation, high-efficiency electro-mechanical

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tractor designed for reliable and controlled tool movement in complex well trajectories. Complementing this, we offer a comprehensive range of accessories engineered to measure essential downhole properties and enable optimal configuration of logging tool strings, ensuring precise data acquisition and operational efficiency across a wide range of well conditions.

Open-Hole

Our open-hole technology represents one of the most comprehensive portfolios available from an independent provider, offering a complete range of tools for formation evaluation and wellbore analysis. The suite includes Acoustic Services, featuring monopole and dipole measurements for assessing the physical properties of formations, and Nuclear Services, which utilize neutron and density tools to determine porosity and fluid characteristics. Resistivity Services employ both galvanic and induction methods to evaluate fluid saturations in conductive and non-conductive mud systems, while Imaging Services provide high-resolution electrical borehole imaging for detailed geological interpretation. Complementing these capabilities, our Auxiliary Tool offerings ensure optimal wellbore positioning and diagnostics, delivering precise and reliable data for informed reservoir decision-making.

Interpretation and Software

Our interpretation and software suite integrates advanced analytical capabilities with cutting-edge software tools to maximize the value of wellbore data. Positioned at the forefront of emerging analytical techniques, these solutions leverage GOWell’s extensive understanding of wellbore environments and sensor physics to deliver precise and actionable insights. The suite includes comprehensive Interpretation Services, providing expert analytical support across all cased-hole and open-hole technologies, and SmartLog, a fully featured analytics software package designed specifically for cased-hole applications. Together, these tools empower operators to interpret complex data with accuracy, optimize production decisions, and enhance overall well performance.

Manufacturing and Production

GOWell operates a globally integrated manufacturing and supply chain network designed to ensure quality, flexibility, and responsiveness. Our global operational footprint is strategically organized, with principal facilities in Singapore, Norway, the U.S. (Houston, TX), and the United Arab Emirates (Dubai), each specializing in specific product lines and providing regional support.

Our facilities are specialized by function:

		Singapore The Singapore headquarters, housing our newest manufacturing facility (expected to be fully operational by the third quarter of 2026), serves as the central hub for advanced assembly, testing, and logistics coordination. This facility is designed for scalable production of our cased-hole product lines, strengthening supply continuity across Asia and the Middle East.
		Houston, Texas In Houston, Texas, we prototype and manufacture thru-tubing tools, collaborating closely with our R&D centers on product development.

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		Dubai, UAE Our Dubai, UAE, facility provides essential final assembly, system integration, and field support for customers throughout the Middle East and Africa.
		Sandnes, Norway Operations in Sandnes, Norway, specialize in tractor conveyance prototyping.

Currently, our related party facility in Xi’an, China, operated by Xi’an Gewei, is responsible for most of our traditional wireline logging equipment, which it does not manufacture for third parties. We expect that, by the end of December 2026, the manufacturing activities at our related party in Xi’an will transition to our Singapore headquarters, as well as to our subsidiaries in both Xi’an and Beijing. See diagram below under “Our Corporate History and Structure.”

The GOWell Global Manufacturing System (“GGMS”) governs our production standards worldwide, ensuring consistency in design, assembly, testing, and quality assurance. We utilize lean manufacturing principles and continuous process improvement initiatives to enhance efficiency and maintain competitive production costs. Our Quality Management System is certified under ISO 9001, and all products are manufactured, assembled, and tested according to these certified procedures.

We prioritize supply chain diversification to reduce dependence on single-source suppliers and mitigate geopolitical and logistics risks. Through local sourcing, redundant component qualification, and standardized production methods across facilities, we maintain operational continuity and the ability to respond rapidly to shifts in customer demand.

Our Suppliers and Partners

Key Suppliers

GOWell procures certain key materials, components, and services used in our operations from a global supplier base. Suppliers are identified and approved through our internal sourcing program, which includes technical and quality qualification in conformance to ISO9001 QMS standards, and onsite audits for key suppliers. Our sourcing program includes cost and lead-time evaluations, and evaluation of multiple vendors where applicable. We periodically reassess approved suppliers and qualify alternates to mitigate supply risk.

For the fiscal years ended December 31, 2025 and 2024, GOWell purchased material for approximately 19.1 million and $20.4 million from suppliers, respectively. Our supplier relationships are non-exclusive, and we are not subject to minimum purchase commitments with any supplier, including those listed below. Xi’an Gewei, our top supplier that provides petroleum equipment and components, accounted for approximately 59% and 62% of total purchases in 2025 and 2024, respectively. Transactions with Xi’an Gewei are conducted on an arm’s-length basis. Because Xi’an Gewei accounts for a meaningful portion of our purchases, delays, capacity constraints, quality issues, regulatory changes, geopolitical events, logistics interruptions, or other disruptions at these suppliers could materially affect our operations. See “Risk Factors — Risks Related to Our Business and Industry — We rely on a related party in China for manufacturing of certain traditional wireline logging equipment, and our planned migration of these operations may expose us to significant execution, geopolitical, and intellectual property risks.”

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The Company is diversifying its supply chain by adding new manufacturing capacity in its Houston, Singapore, Norway, and UAE facilities. In addition, we are working to reduce concentration and continuity risk through multi-sourcing where feasible, maintaining safety stock for critical items, and qualifying alternative vendors and designs.

We generally purchase on a purchase-order basis rather than under long-term supply agreements. Purchase orders typically specify: (i) item description and quantity; (ii) pricing and validity period; (iii) delivery schedule and method; (iv) payment terms; (v) shipping terms; and (vi) dispute resolution provisions. As a result, suppliers are not obligated to continue supplying us beyond accepted purchase orders, and pricing and availability may change.

Aramco Partnership

We have established a strategic relationship with Saudi Arabian Oil Company (Aramco), one of the world’s largest integrated energy companies. Our collaboration with Aramco has centered on the joint development and deployment of several of our technologies. The Aramco — GOWell partnership is a multi-phase, multi-year research partnership focused on developing well-integrity diagnostic tools. Beginning in 2018 with joint development of the ePDT and continuing through 2026 with joint development of the TTCE system, the partnership demonstrates Aramco’s strategic engagement with specialized technology developers like GOWell to address downhole evaluation challenges. Through various agreements over the course of the partnership, GOWell has provided engineering, design, sensor development, and testing expertise, while Aramco contributes funding and field validation. Intellectual property generated under the respective agreements is jointly owned between GOWell and Aramco, and grants Aramco with (1) an exclusive option to negotiate a royalty-bearing commercial license for deployment across its operations, and a royalty-free license for internal use. The associated research and development work is performed at our Houston, Texas office, with field testing being performed in Saudi Arabia.

Our Customers, Sales, and Marketing

Our Customers

GOWell is recognized as a preferred provider of open-hole and cased-hole wireline logging solutions for international and regional energy service companies, to whom we also provide custom surface acquisition systems and analytical software. We also collaborate directly with upstream operators, the end users of our products, through R&D partnerships and service engagements. Since inception, GOWell has served over 400 enterprise clients (including their branches and offices) and successfully completed more than 10,000 projects worldwide. Regarding significant customers, for the fiscal year ended December 31, 2025, our customer, SLB, exceeded the 10% threshold, contributing approximately 13% of our total revenue. For the same period ended December 31, 2024, SLB, exceeded the 10% threshold, contributing approximately 13% of our total revenue.

Our Sales and Marketing

Our marketing efforts are built around positioning GOWell as a thought leader in select disciplines, where we can clearly differentiate ourselves with our combination of leading and unique technologies and our seamless data analytics. We actively participate in major industry conferences and exhibitions, splitting our focus between presenting technical papers to reinforce our thought leadership and exhibiting our technologies. In 2025 we hosted exhibits at over 10 tradeshows, including the Offshore Technology Conference in Houston, Texas, and ADIPEC in the UAE, and presented at key events such as the SPWLA Annual Conference in the UAE, Deepwater Symposium in New Orleans, Louisiana, Petrophysics for Abandonment in Scotland, OPES exhibition in Oman, and the IIGCE geothermal event in Indonesia.

We maintain a focused and active social media outreach, primarily via LinkedIn, currently boasting over 12,000 followers, which serves as a key tool for corporate visibility and promoting specific technology applications and new product updates.

Our sales teams, currently 20 people, are integrated into our operating structure and are geographically distributed to ensure comprehensive territory coverage. The sales force is composed exclusively of industry veterans, with an average experience level upon joining GOWell exceeding 15 years, and all members have served with at least one major OFS company. They are selected for their strong mix of local market knowledge, technical acumen, and accumulated industry networks. Our sales process is built around the Odoo CRM platform, which serves as the repository for all customer interactions and the formal tool for managing business development opportunities and forecasting.

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Competition

According to B-Core Interviews and Analysis, Competition is mainly shaped by incumbent providers such as Sondex Limited and Probe Technologies Holdings, Inc., among several others, whose primary focus is supplying internal demand from their respective corporate parents or affiliates. GOWell benefits from a distinct competitive position in the case-hole wireline logging equipment market as one of the only independent providers. By contrast, Sondex Limited and Probe Technologies Holdings, Inc. have been integrated into large OFS companies, and because they are owned by major OFS firms, their tools tend to be less attractive to other OFS providers that prefer not to source critical equipment from direct competitors. TGT represents another competitor, though its business model is centered on noise-logging technologies and direct engagement with operators, placing it in competition with major OFS companies rather than serving as a supplier to them. In this environment, GOWell’s independence enables us to avoid the conflicts inherent in vertically integrated competitors and to position the Company as a preferred supplier to the broader OFS market.

As we continue to expand our global footprint and enhance our technology portfolio, we expect additional competition from other established or emerging players in the wireline logging equipment sector. We believe our independent positioning, technical capabilities and established customer relationships enable us to compete effectively in this environment. However, some of our current or future competitors, especially those integrated into major OFS conglomerates, may have greater financial, technical, or marketing resources than we do. See “Risk Factors — Risks Related to Our Business and Industry — Competition within the energy tool and equipment industry may adversely affect our ability to market our services.”

Employees

Our total headcount, including employees and consultants (retained via payroll services), was 156 as of December 31, 2024, and was increased to 196 by December 31, 2025. For a detailed breakdown of employees and consultants by role, please see the graphic below.

Function		Number of Employees and Consultant as of December 31, 2025		Number of Employees as of December 31, 2025		Number of Consultants as of December 31, 2025
Research and Development		29		29		0
Services (R&M and Geoscience)		61		35		26
Sales (Sales and Operations)		45		23		22
Manufacturing (Manufacturing and Supply Chain)		26		26		0
Administrative (Marketing, Finance, Legal, HR, Executive Management, etc.)		35		35		0
Total		196		148		48

Other than direct standard labor contracts with our employees under our companies in the U.S., Norway, Canada, Dubai, and Singapore, we also have consultant agreements with individuals globally as well as staffing agreements in Egypt, Oman, Indonesia, and other countries.

GOWell maintains a variety of internal policies related to anti-harassment, health and safety, substance use, and equal employment to ensure good governance, ethics, and to bolster our compliance framework. Our Code of Conduct (the “Code of Conduct”) applies to all directors, officers, and employees of GOWell worldwide. The Code of Conduct establishes conduct guidelines relating to anti-bribery, trade controls, fair competition, and human rights. The Code of Conduct further focuses on accurate recordkeeping, avoidance of conflicts of interest, and the protection of both confidential and proprietary information. The Code of Conduct aids representatives of GOWell with respect to workplace safety, equal opportunity, and expressly prohibits bribery, retaliation, harassment, and discrimination. Employees are required to report violations through our internal compliance channels and are subject to a non-retaliation policy. Administration and implementation of the Code of Conduct are jointly managed by our legal and human resources departments.

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Depending on an employee’s location and role, GOWell provides a range of benefits. In the U.S., employees receive employer-paid term life and accidental death and dismemberment insurance coverage, with optional voluntary life, disability, and supplemental worksite insurance available. Employees may also choose from medical, dental, and vision insurance plans. GOWell also sponsors a 401(k)-retirement plan.

Employees based in Dubai receive various benefits including transportation, housing, airfare, medical insurance, and optional dental insurance. In Canada, employees are provided with life insurance coverage, as well as medical, dental, and vision insurance. Additionally, Canadian employees may participate in a retirement savings program. Our Singapore employees are provided with medical insurance, term life insurance, and personal accident insurance. Our Norwegian employees are provided with medical insurance, group life insurance, travel insurance and participation in the company’s pension scheme.

Intellectual Property

We pursue an integrated IP strategy that aligns with our product roadmap and commercialization priorities. The Company has adopted a defensive and conservative IP strategy where the primary purpose of our patent, copyright, and trademark filings is to protect our core technologies and minimize the risk of potential infringement claims against us. We seek protection for core technologies through patents while also relying on copyrights, trademarks, trade secrets, and contractual safeguards (including confidentiality and invention-assignment agreements).

Our patent portfolio is built to defend key technologies rather than aggressively pursue broad coverage. We carefully evaluate the value and strategic importance of each application against cost constraints and overall business priorities, limiting our budget for patent prosecution. We periodically conduct portfolio reviews to prioritize filings, manage maintenance and annuity costs, and assess freedom-to-operate in key markets. We also evaluate defensive publications and continuation practice, as appropriate, to preserve claim scope around platform innovations. Altogether, this strategy provides defensive value by preventing other companies from obtaining intellectual property rights on similar technologies and reducing the risk of being sued for infringement. We continually review our development efforts to assess the existence and patentability of new intellectual property.

Patents

As of the date of this proxy statement/prospectus, we hold twelve U.S. patents and two Norwegian patents and we are in the processing of obtaining one additional patent. Where a patent has been issued in multiple jurisdictions, it has been treated as a single patent for purposes of the table below. We continue to prosecute pending applications and may pursue continuation and divisional filings to protect improvements and adjacent use cases. The following table lists representative issued patents:

Patent Title		Patent No.		Date Published		Status		Expiration Date
Apparatus and Method for a Matrix Acoustic Array		U.S. Patent No. 9,982,527 B2		1/5/2017		Granted (May 29, 2018)		06/01/2036
System and Method for a Bonded Differential Magnetic Sensor Array Using Pulsed Eddy Current for Cased-Hole Applications		U.S. Patent No. 10,082,017 B2		3/23/2017		Granted (September 25, 2018)		03/15/2036
Method and Apparatus for Synthetic Magnetic Sensor Aperture Using Eddy Current Time Transient Measurement for Downhole Applications		U.S. Patent No. 10,082,593 B2		9/7/2017		Granted (September 25, 2018)		03/01/2036
Fractal Magnetic Sensor Array Using Mega Matrix Decomposition Method for Downhole Application		U.S. Patent No. 10,061,050 B2		2/8/2018		Granted (August 28, 2018)		08/08/2036
Apparatus and Method for Propagation and Spatial Location Analysis		U.S. Patent No. 10,655,457 B2		4/26/2018		Granted (May 19, 2020)		09/10/2038
Apparatus and Method for Hybrid Sonic Transmitter Integrated with Centralizer for Cement Bond Log Cased-Hole Application		U.S. Patent No. 10,662,756 B2		7/25/2019		Granted (May 26, 2020)		07/16/2038

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Patent Title		Patent No.		Date Published		Status		Expiration Date
Method and System of Evaluating Cement Bonds Through Tubing		U.S. Patent No. 10,801,997 B2		8/29/2019		Granted (October 13, 2020)		10/12/2038
Multi-Synthetic Aperture Inductive Coil Transducer		U.S. Patent No. 11,543,553 B2		8/11/2022		Granted (January 3, 2023)		01/11/2041
Hybrid Magnetic Core for Inductive Transducer		U.S. Patent No. 11,842,840 B2		5/12/2022		Granted (December 12, 2023)		10/07/2039
Apparatus and Method for Measuring Thickness of Tubings in Downhole Applications		U.S. Patent No. 12,188,995 B2		7/13/2023		Granted (January 7, 2025)		06/21/2043
Apparatus and Method for Evaluating Lightweight Cement Bonds in Downhole Applications		U.S. Patent No. 12,320,247 B2		7/13/2023		Granted (June 3, 2025)		11/22/2043
Pulling Tool		U.S. Patent No. 11,970,918 B2		7/27/2023		Granted (April 30, 2024)		05/25/2031
Individual or Paired Arm Control in a Wellbore Tractor		Norway Patent No. NO348235B1		7/8/2024		Granted (October 21, 2024)		01/06/2043
Method and System of Evaluating Cement Bonds Through Tubing		Canada CA3034907A1		8/27/2019		Related to US10,801,997B2 Pending
Generative AI-Based System with Learning and Imagination Capabilities for Domain Expert Applications		U.S. Application No. 19/193,858		Filed 4/29/2025		Pending

Trademarks

We hold several trademarks that protect our brand identity. The Company owns the GOWELL word and design marks, both registered on the U.S. Principal Register. The GOWELL design mark (Reg. No. 4726620, registered April 28, 2015) covers International Classes 9 and 42 for oil and gas well downhole survey and measurement equipment, as well as drilling, telemetry, and well-logging services. The GOWELL standard-character word mark (Reg. No. 4681590, registered February 3, 2015) provides similar protection for the name in textual form. The GOTRAC standard-character mark (Reg. No. 99343253, registered February 24, 2026) covers International Classes 007, 009, 037, and 042, including hydraulic and electric downhole conveyance and tractor systems, oilfield machinery and control apparatus, oil and gas well repair and installation services, and related engineering, research, development, consulting, and software technologies. All three marks are owned by GOWell International, LLC, and remain active and in good standing.

Properties and Facilities

GOWell maintains a global footprint of leased offices and warehouse facilities in regions that are highly associated with our industry. Our principal sites are in Singapore as our headquarters, Canada, Norway, the U.S., and Dubai, UAE. We also maintain geoscience hubs in Cairo, Egypt and regional offices in Stavanger, Norway, Jakarta, Indonesia; and Aberdeen, United Kingdom and representative offices in Algiers, Algeria; Perth, Australia; Baku, Azerbaijan; Chateau-Renard, France; Damman, Saudia Arabia; Muscat, Oman; and Kemaman, Malaysia. The table below summarizes our significant leased properties.

Entity		Country/State		Details
GOWell Technology Singapore PTE. Ltd.		Singapore		A commercial office and warehouse space pursuant to a lease that expires on December 31, 2027.
GOWell International, LLC		Texas, USA		A 27,578 square foot commercial office and warehouse space pursuant to a lease that is estimated to expire in 2030
		Texas, USA		A 6,950 square foot commercial office and warehouse space pursuant to a lease that expires on February 28, 2027.

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Entity		Country/State		Details
GOWell Oilfield Technology FZE (UAE)		Dubai, UAE		A commercial office and warehouse space pursuant to a lease that expires on August 9, 2027.
		Dubai, UAE		A commercial office and warehouse space pursuant to a lease that expires on August 9, 2027.
		Dubai, UAE		An office space pursuant to a lease that expires on August 24, 2027.
		Dubai, UAE		An office space pursuant to a lease that expires on January 31, 2027.
GOWell Oilfield Technology Canada Ltd.		Canada		A commercial office and warehouse space pursuant to a lease that expires on July 31, 2031.
GOWell Technology Norway AS		Norway		A commercial office and warehouse space pursuant to a lease, as amended, that expires on August 31, 2028.

We believe that our existing facilities are sufficient for our current needs, and we will obtain additional facilities, principally through leasing, to accommodate our future expansion plans.

Insurance

We maintain a range of insurance policies customary for our industry. The policies that we maintain generally provide protection against certain liabilities or losses that may arise in connection with our operations. However, we do not currently maintain business interruption insurance, cybersecurity insurance, or key-man insurance, and our property coverage is limited in scope. As a result, we could be exposed to risks of loss that may not be fully covered by existing insurance policies or that could have a material adverse effect on our business, financial condition, or results of operations.

Type of Policy		Insured Party
Domestic General Liability		GOWell International, LLC
Domestic Umbrella/Excess General Liability		GOWell International, LLC
Foreign General Liability		GOWell International, LLC GOWell Oilfield Technology Canada Ltd. GOWell Oilfield Technology FZE (UAE) GOWell Technology Singapore PTE. Ltd. GOWell Technology Norway AS
Commercial Auto Insurance Coverage		GOWell International, LLC
Property Insurance		GOWell International, LLC
Worker’s Compensation and Employer’s Liability Policy		GOWell International, LLC
Commercial Auto Insurance Coverage		GOWell International, LLC
Commercial Auto Insurance Coverage		GOWell Oilfield Technology Canada Ltd.
Third Party Liability Insurance		GOWell Oilfield Technology FZE (UAE)
Workman Compensation Insurance		GOWell Oilfield Technology FZE (UAE)

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Directors and Executive Officers; Biographies

Our officers and directors are as follows:

Name		Age		Title
Guillaume Borrel		56		Chief Executive Officer
Adrian Mendoza		52		Chief Operating Officer
Mike Reed		61		Chief Financial Officer
Sébastien Roche		46		Chief Technology Officer
Kevin Colby		61		General Counsel
Xi Zhang		63		Director
Wenhua Liu		60		Director

Guillaume Borrel has served as our Chief Executive Officer since 2025 and will serve as the Chief Executive Officer and a director of PubCo following the closing of the Business Combination. Mr. Borrel has over 30 years in the energy industry, primarily in the oil and gas sector. Prior to his current role, Mr. Borrel was the chief executive officer of Lithium de France, a new energy company leveraging technology innovation in the energy transition space from September 2021 to March 2025. Previously, he served in various senior leadership positions in the oil & gas industry with Schlumberger (SLB), including vice president of marketing & technology between April 2018 and September 2020, and vice president of production services between July 2014 and April 2018. Mr. Borrel began his career in 1994 as a wireline field engineer with SLB and later held international roles across operations, sales, manufacturing, and technology development. Mr. Borrel holds an engineering degree from École Polytechnique in Paris, France.

Adrian Mendoza has served as our Chief Operating Officer since 2026 and will serve as the Chief Operating Officer of PubCo following the closing of the Business Combination. Mr.  Mendoza possesses over 25 years of experience in the oil and gas industry. From December 2020 to January 2026, Mr. Mendoza served as the regional general manager of operations at International SOS, a health and security service firm. Prior to this, Mr.  Mendoza was vice president of southeast Asia in the Cameron Group, a division of SLB, between July 1998 and September 2020. He holds an engineering degree from University of Waterloo in Ontario, Canada.

Mike Reed has served as our Chief Financial Officer since 2023 and will serve as the Chief Financial Officer of PubCo following the closing of the Business Combination. Mr. Reed is a seasoned financial leader with over 30 years of experience in the oil and gas industry. Prior to joining the Company, Mr. Reed held leadership roles at HDI Instruments, LLC from June 2018 to May 2023, and at NOV Inc. (formerly National Oilwell Varco) from July 2000 to April 2015. Throughout his career, Mr. Reed has served in both chief executive officer and chief financial officer capacities, where he primarily focused on capital raises, investor relations, and M&A transactions. Mr. Reed began his career as an auditor at Pricewaterhouse LLP. Mr. Reed received a Master of Business Administration with a concentration in finance from Rice University in 1998 and a Bachelor’s degree in Accounting from the University of Akron in 1989.

Kevin Colby has served as our General Counsel since 2013 and will serve as the General Counsel of PubCo following the closing of the Business Combination. Mr. Colby has extensive experience in domestic and international corporate and commercial transactions, compliance and risk management, M&A, securities, and corporate governance. Prior to joining the Company, between 2009 and 2011, Mr. Colby worked in-house and on special projects with Worley Parsons (now Worley Limited), Parker Drilling Company, and HCC Insurance Holdings, Inc. (now a member of the Tokio Marine Group) and later was Counsel at the boutique law firm Camara & Sibley, LLP in Houston, Texas, from August 2011 to August 2013. Mr. Colby began his career in New York, working on numerous corporate, securities, and M&A transactions at various global law firms, including Paul, Weiss, Rifkind, Wharton & Garrison LLP, Dewey Ballantine LLP, and Fullbright & Jaworski (now Norton Rose Fulbright). Mr. Colby received a Juris Doctorate from Fordham University School of Law in 2003, a Master of Theatre Arts from Hunter College in 1997, and a Bachelor’s degree in Communications with a concentration in film studies from Hofstra University in 1987.

Sébastien Roche has served as our Chief Technology Officer since 2026 and will serve as the Chief Technology Officer of PubCo following the closing of the Business Combination. Mr. Roche possesses over 10 years of experience in digital strategy. From October 2021 to February 2026, Mr. Roche was the founder and president of JLL SPEAR SAS, a firm focused on preventive maintenance and extending the life of industrial infrastructures, as well as the development of IoT and AI technologies. Mr. Roche remains on the board of JLL SPEAR SAS. Prior to this, Mr. Roche was a product and strategy manager, focusing on digital strategy, at SLB, between October 2018 and September 2021. He holds an Master’s degree in engineering from Ecole nationale supérieure d’Arts et Métiers de Bordeaux, France.

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Mr. Roche remains on the board of JLL SPEAR SAS. Prior to this, Mr. Roche was a product and strategy manager, focusing on digital strategy, at SLB, between October 2018 and September 2021. He holds an engineering degree from Ecole nationale supérieure d’Arts et Métiers in Lille, France.

Xi Zhang is our co-founder and the Chairman of the Board of Directors. He will serve as the Chairman of the board of directors of PubCo following the closing of the Business Combination. Mr. Zhang has been instrumental in shaping the Company’s global strategy and resource optimization. In addition to his role with the Company, Mr. Zhang has served as the executive director of HAN Petroleum Engineering Company since 2007. Prior to founding the Company, Mr. Zhang founded Tong Oil Tools, an oil and gas company specializing in perforating technology development and services. As the founder, president, and chairman of Tong Oil Tools in 1992, he led the innovation and commercialization of the perforation technology and sold the business in 2004 which became public in 2011 on the Chinese stock exchange. Mr. Zhang studied organic chemistry at Xi’an Radio and TV University.

Wenhua Liu is our co-founder and serves as our President, a position she will hold until the closing of the Business Combination. Following the closing, Ms. Liu will serve as a director of PubCo. In addition to her roles with the Company, Ms. Liu has served as a director of HAN Petroleum Engineering Company since 2007. Prior to founding the Company, Ms. Liu served as the business development director at Tong Oil Tools from September 2001 to May 2004. Earlier in her career, she worked at the research institute of the upstream division of the China National Petroleum Corporation (“CNPC”) between September 1989 and September 1996. At CNPC, Ms. Liu gained extensive knowledge of the oil and gas industry through information research, data gathering, and translation work. Ms. Liu obtained a Bachelor’s degree in English Literature from Xi’an Petroleum University in 1989.

Executive and Director Compensation

For the year ended December 31, 2025, GOWell paid an aggregate of $1,452,612 in cash and bonus to its executive officers, and GOWell and paid compensation of $58,334 to the non-executive directors during that period. We did not grant any stock options or other equity-based awards to our directors or executive officers during this period.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

(i) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

(ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

(iii) duty to not improperly fetter the exercise of future discretion;

(iv) duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;

(v) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

(vi) duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the Company’s memorandum and articles of association or alternatively by shareholder approval at general meetings.

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GOWell’s board of directors, officers, and related parties, may have interests in the Business Combination that are different from, in addition to, or in conflict with, the unaffiliated shareholders of the SPAC. These interests include, among other things:

• in connection with and upon the closing of the Business Combination, certain executive officers and directors of GOWell will receive an aggregate bonus awards of $950,000 in recognition of their services in facilitating the consummation of the Business Combination Agreement. These bonus awards are contingent upon and payable only upon the consummation of the Business Combination, which means that GOWell’s executive officers have a direct personal financial incentive to close the transaction. This incentive may not be aligned with the interests of unaffiliated SPAC shareholders;

• upon the consummation of the Business Combination, Mr. Guillaume Borrel, the chief executive officer of GOWell, will be granted restricted shares equal to 1.29% of the Company Consideration Shares, representing 368,571 to 387,000 PubCo Ordinary Shares, calculated based on the Redemption Price range of $10.50 to $10.00. The restricted shares are subject to a five-year vesting schedule, contingent upon Mr. Borrel’s continued employment and the achievement of certain annual performance targets. The restricted shares are subject to transfer restrictions prior to vesting and are not subject to any lock-up restrictions following each vesting tranche. The restricted shares are subject to customary clawback and forfeiture provisions in the event of termination for cause, voluntary resignation prior to the end of the term, or other specified misconduct. The equity awards to be granted to Mr. Borrel are contingent upon the consummation of the Business Combination and therefore will not be received if the Business Combination is not completed. This may further incentivize him to support the completion of the Business Combination;

• GOWell’s management team and board are expected to continue to hold their respective positions with PubCo upon the Closing and will receive such compensation and benefits as determined by the PubCo Board from time to time. The GOWell management team and board will also benefit from directors’ and officers’ insurance and indemnification agreements with PubCo. The cost of such directors’ and officers’ insurance and indemnification arrangements will be borne by the post-Business Combination company and, indirectly, by all of PubCo’s shareholders, including unaffiliated SPAC shareholders, while the direct benefit of such arrangements accrues solely to GOWell’s directors and officers; and

• after the Closing, it is expected that the GOWell Shareholder will hold between 53.2% and 63.4% of the outstanding PubCo Ordinary Shares, depending on the level of Redemptions, including the PubCo Ordinary Shares issuable upon conversion of the PubCo Preferred Shares issued pursuant to the PIPE Investments, and excluding (i) the Earnout Shares, (ii) the PubCo Warrants, (iii) the PubCo Ordinary Shares underlying the PubCo Warrants, and (iv) the PubCo Ordinary Shares issuable under the PubCo Incentive Plan. This level of ownership will give the GOWell Shareholder the ability to control the outcome of virtually all matters submitted to PubCo’s shareholders for approval, including the election and removal of directors, approval of significant corporate transactions, and amendments to PubCo’s governing documents, subject to certain limitations described elsewhere in this proxy statement/prospectus. The interests of the GOWell Shareholder, as the controlling shareholder of PubCo, may not always align with the interests of unaffiliated SPAC shareholders, who will hold a minority interest in PubCo and will have limited ability to influence the direction and management of the post-closing company. Unaffiliated SPAC shareholders should be aware that, as minority shareholders in a controlled company, their ability to seek changes in corporate governance, management, or strategic direction will be significantly constrained.

Our Corporate History and Structure

GOWell was established in 2007 with the goal to develop an international technology company. Our international business activities began by offering multi-finger calipers and integrated open-hole logging tools.

In 2011, GOWell expanded its presence in the Americas through the establishment of GOWell International, LLC in Houston, Texas, which now serves as the Company’s principal sales and support hub for the Western Hemisphere, as well as part of its corporate management and research and development center.

In 2013, GOWell Oilfield Technology FZE was formed in Dubai, United Arab Emirates, to act as the Company’s primary sales and support center for MENA region and a launching pad to our Eastern Hemisphere support.

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Also in 2013, GOWell Oilfield Technology Canada Ltd. was established to serve as a sales and support center for the Canadian and Alaskan markets.

In 2015, GOWell further expanded its global presence with a representation office in Jakarta, Indonesia, to support the Asia-Pacific region.

On April 12, 2024, our new global headquarters GOWell Technology Singapore PTE. LTD. was incorporated in Singapore.

On February 28, 2025, we established GOWell Technology Norway AS, our newest company in Norway focusing on tractor conveyance.

On July 11, 2025, GOWell Technology Limited, an exempted company incorporated in the Cayman Islands with limited liability, was established in anticipation of the Business Combination and future capital raising from international investors.

On July 9, 2025, Inbridge Limited was incorporated in Hong Kong as a limited company and wholly owned subsidiary of our global headquarters, and was subsequently renamed GOW Limited (“GOW Limited”) in December 2025.

On July 29, 2025, Shenzhen Dipson Energy Technology Co., Ltd. was incorporated in Shenzhen, China, as a wholly owned subsidiary of GOW Limited (“ShenZhen GOWell”). In March 2026, ShenZhen GOWell was renamed ShenZhen GOWell Times Energy Technology Co. Ltd.. Additionally, in April 2026, we established wholly owned subsidiaries under ShenZhen GOWell in Xi’an and Beijing, named Xi’an GOWell Times Energy Technology Co., Ltd. and Beijing GOWell Times Energy Technology Co., Ltd., respectively. Over the next 12 months, we intend to transition our manufacturing capability from a related party to GOWell Technology Singapore PTE, Ltd, and these new Xi’an and Beijing subsidiaries.

On November 27, 2025, GOWell officially opened its second UAE company, GOWell Global Solutions FZE, which will be used for our manufacturing capabilities in Dubai.

The following diagram illustrates our corporate structure, including our new global headquarters, our two regional hubs, other subsidiaries as well as new subsidiaries of the date of this proxy statement/prospectus:

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Recent Sales of Unregistered Securities

The following description sets forth information regarding all securities of GOWell that were sold during the three years prior to the date of this proxy statement/prospectus without registration under the Securities Act. None of these transactions involved any underwriter. We believe that each of the following issuances was exempt from registration pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering. The descriptions below reflect private placements effected by GOWell in connection with and prior to the Business Combination:

• on October 13, 2025, GOWell entered into the Signing PIPE Subscription Agreement with New Sponsor, pursuant to which New Sponsor agreed to purchase approximately $20 million of Company Preferred Shares and Company Warrants, which transactions were consummated concurrently with the execution of the Business Combination Agreement.

GOWell used or intends to use the net proceeds from the foregoing unregistered offerings for general corporate purposes, including, among other things, research and development activities, working capital, and transaction-related expenses.

For the avoidance of doubt, the Closing PIPE Securities consisting of approximately $50 million of Company Preferred Shares and Company Warrants, are expected to be issued at Closing pursuant to the Closing PIPE Subscription Agreement dated October 13, 2025, and, accordingly, do not constitute historical unregistered sales of GOWell’s securities prior to the Business Combination for purposes of this Item 701 disclosure of the target’s recent sales. Summary information regarding such arrangements is provided elsewhere in this proxy statement/prospectus under “Ancillary Documents — Subscription Agreements.”

Regulations

Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings, and competitive position, which can be material. We incur or will incur costs to monitor and take actions to comply with governmental regulations that are or will be applicable to our business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, export and import control, economic sanctions and trade embargo laws and restrictions and regulations applicable to our business.

Singapore Regulatory Overview

Our Singapore operations are subject to various regulations:

Tax Incentives. Singapore applies a corporate income tax with partial tax exemptions available for smaller amounts of taxable income. Singapore also administers various incentive programs, such as the Development and Expansion Incentive — International Headquarters Award granted by the Singapore Economic Development Board, which permits qualifying activities to be taxed at a concessionary rate subject to meeting specified conditions.

Employment and Safety. We are subject to the Employment Act 1968, the key legislation governing employment practices in Singapore, and the Employment of Foreign Manpower Act 1990, which governs the employment of foreign workers. Under the latter, all foreign employees must hold a valid work pass to work in Singapore. The Workplace Safety and Health Act 2006 applies to all businesses in Singapore. Under this legislation, we are required to adhere to stringent health and safety protocols to protect our staff, including maintaining work environments that are safe and without risks to health, ensuring proper waste disposal, implementing emergency procedures, and training all staff members in basic health and safety measures.

Patents. Section 34 of the Patents Act 1994 of Singapore (the “Singapore Patents Act”) provides that a person residing in Singapore is required to obtain written authorization from the Singapore Registrar of Patents (the “Registrar”) before filing an application for a patent for an invention outside of Singapore, unless all of the following conditions have been satisfied: (a) the person has filed an application for a patent for the same invention in the Singapore Registry of Patents at least two months before the filing of the patent application outside Singapore, and (b) the Singapore Registrar of Patents has not, in respect of this patent application, given directions to prohibit or restrict the publication of information contained in the patent application. A violation of Section 34 is a criminal offense. There have been some instances where we have undertaken filings outside of Singapore without first obtaining written authorization from the Registrar.

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Data Protection. An organization collecting, using, or disclosing personal data is subject to the Personal Data Protection Act 2012 of Singapore (“PDPA”). Any information, whether true or not, that may be used to identify a natural person either directly from the data, or from the data and other information that the organization has access to, is considered “personal data.” When an organization processes personal data, it must procure the individual’s consent for the collection, use and/or disclosure of his/her personal data, subject to certain exceptions.

Under the PDPA, individuals have clearly defined rights, such as the right to access their personal data and correct any inaccuracies. Furthermore, when transferring personal data outside of Singapore, care must be taken to ensure that the recipient organization is bound by legally enforceable obligations to afford the personal data with a standard of protection that is comparable to that established by the PDPA.

Where a data breach involving the disclosure of personal data has occurred, the organization is required to take reasonable and expeditious steps to assess the data breach. In some cases, the organization may be required to report the data breach to the Personal Data Protection Commission and the affected individuals.

U.S. Regulatory Overview

Export Controls and Sanctions. Our business is subject to, and we must comply with, stringent U.S. import and export control laws and regulations, including the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”). The EAR primarily imposes license requirements and other restrictions on exports, reexports, and transfers (in-country) of items that are “subject to the EAR.” Items are generally subject to the EAR if they are located or originate in the US, incorporate more than a de minimis quantity of US-origin controlled content, or are the direct product of certain software, technology, or equipment that is subject to the EAR. Our U.S. subsidiary, as a U.S. person, is also subject to U.S. sanctions jurisdiction and must comply with relevant laws and regulations, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State.

Anti-Corruption.    The U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits bribery of public officials to obtain or retain business in foreign jurisdictions and requires us to keep accurate books and records and to maintain internal accounting controls to detect and prevent bribery and to ensure that transactions are properly authorized. We make sales and operate in countries known to experience corruption that are rated as high-risk nations. Our business activities in such countries create the risk of unauthorized conduct by one or more of our employees, customs brokers, freight forwarders, distributors, or intermediaries that could be in violation of various laws including the FCPA or similar local regulations.

Radioactive Materials and Environmental Regulations. Our operations involving the use of radioactive isotopes for well logging purposes are subject to strict regulation by the U.S. Nuclear Regulatory Commission (“NRC”) under 10 CFR Part 39, as well as the laws of the “Agreement States” in which we operate. While we do not manufacture radioactive sources, we are responsible for coordinating transportation and compliance when handling tools containing such materials. We must adhere to strict safety protocols regarding the storage, transport, and recovery of tools containing radioactive sources. We are also subject to federal and state laws regarding the handling of hazardous materials, including the Resource Conservation and Recovery Act (“RCRA”) and the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). These regulations govern the generation, transportation, and disposal of hazardous wastes, such as lithium batteries and explosive components used in certain downhole tools.

Supply Chain and Trade Restrictions. We and our suppliers and service providers could be affected by tariffs, embargoes, or other trade restrictions, as well as laws and regulations enacted in response to concerns regarding responsible sourcing practices or public health crises, which could limit the supply of our materials and increase their cost. In addition, compliance with trade regulations may result in disruptions in logistics, which could delay our receipt of materials.

UAE Regulatory Overview

Our United Arab Emirates entities are subject to UAE tax laws. The UAE has implemented a federal corporate tax regime under Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses, which applies to financial years beginning on or after June 1, 2023, and imposes a 9% corporate tax on taxable income above AED 375,000 for UAE legal persons, subject to a preferential 0% rate for qualifying free zone persons on their qualifying income. Although our entities operating in the UAE have historically not been subject to tax on income or capital

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gains, they are now subject to this framework unless they meet the statutory criteria for treatment as qualifying free zone persons. The UAE has also adopted a withholding tax regime under the same law; however, the applicable rate is currently 0%, and dividend payments to shareholders are presently not subject to withholding tax.

Norwegian Regulatory Overview

Dividend Constraints. The Norwegian Private Limited Companies Act (PLCA), chapter 8 includes certain constraints on the distribution of dividends from Norwegian subsidiaries. Section 8-1 of the PLCA provides that a Norwegian company may distribute dividends up to its distributable equity, to the extent that its net assets following the distribution covers the (i) share capital, (ii) reserve for valuation variances and (iii) reserve for unrealized gains. The total nominal value of treasury shares which the Norwegian company has acquired for ownership or as security prior to the balance sheet date shall be deducted from the distributable equity. Dividends can only be distributed to the extent that the Norwegian company’s equity and liquidity following the distribution is considered sound.

Foreign Exchange. There are currently no foreign exchange control restrictions in Norway that would potentially restrict the payment of dividends to a shareholder outside Norway, although transferring banks are required to submit reports on foreign currency exchange transactions into and out of Norway into a central data register maintained by the Norwegian customs and excise authorities.

Intellectual Property. Norway adheres to key international agreements for the protection of intellectual property rights, hereunder the Paris Union Convention for the Protection of Industrial Property, Berne Copyright Convention, Universal Copyright Convention of 1952 and Rome Convention. The main acts governing intellectual property rights in Norway are the Patents Act, Designs Act, Trademarks Act, Copyrights Act, and Marketing Act. The latter also protects trade secrets.

Data Protection. The principal data protection legislation in Norway is the Personal Data Act, which incorporated the EU General Data Protection Regulation (GDPR) into Norwegian law. The purpose of the act is to protect natural persons from violation of their right to privacy through the processing of personal data. The Personal Data Act imposes strict requirements on the collection, processing, and transfer of personal data.

Use of Radioactive Materials

As noted in our Risk Factors, certain open-hole tools of ours require radioactive sources in order to operate and are offered for sale only. Occasionally, we sell the tools to our customers, usually as part of a larger set of open-hole tool purchases. While we do not manufacture, handle, store, or use such radioactive sources, we are in charge of coordinating transportation from the manufacturing location of the tools containing radioactive materials to the customer’s country, and therefore are subject to strict regulations and rules regarding such international transportation. Customers are subject to the local transportation, handling, storage and use regulations applicable to the tools containing radioactive materials. For further information, please see the Risk Factor titled “Certain products of ours require the use of radioactive sources or incorporate radioactive materials, which subject us and our customers to regulations, related costs and delays, and potential liabilities for injuries or violation of environmental and health and safety laws.”

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THE COMPANY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, all references in this section to “we,” “us” or “our” refer to GOWell and its subsidiaries. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Information about GOWell” and our consolidated financial statements and the related notes included elsewhere in this proxy statement/prospectus. This discussion and analysis should also be read together with the pro forma combined financial information in the section of this proxy statement/prospectus titled “Summary Unaudited Pro Forma Condensed Combined Financial Information.” In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this proxy statement/prospectus, which you should review for a discussion of some of the factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this proxy statement/prospectus.

Overview

GOWell is a global provider of integrated wireline logging solutions technology and solutions focused on advancing well evaluation, integrity and performance. The Company serves the full energy spectrum, including oil and gas, geothermal, underground storage, and carbon sequestration across the entire asset lifecycle, from construction and production to rejuvenation and permanent abandonment. As an integrated developer, manufacturer, and service provider, we deliver the equipment, logging data interpretation, and repair and maintenance services that position us to redefine industry standards in formation evaluation, well integrity, and production analysis. Our mission is to enable a safe, efficient, and sustainable lifecycle for global energy infrastructure.

Founded in 2007 with the vision of building a technology-driven international enterprise, GOWell now operates across eight business regions and serves customers in over fifty countries. GOWell Technology Limited is a Cayman Islands holding company that conducts substantially all of its operations through its operating subsidiaries. Our operations are anchored by a new global headquarters in Singapore, with regional hubs in Dubai, UAE, and Houston, U.S., other subsidiaries in Canada, Norway and the PRC, and twelve additional local offices worldwide. Supported by a team of 200 employees and consultants, we leverage this global network to deliver flexible and cost-effective solutions tailored to our clients’ diverse needs. In addition, our manufacturing operations are conducted by a related-party manufacturing company in Xi’an, China as well as our subsidiaries in Singapore, Houston, Dubai, and Norway.

GOWell generates revenue from four primary activities: equipment sales, equipment leases, logging data interpretation services, and repair and maintenance services. In our equipment sales line, GOWell supplies wireline logging equipment to service companies that seek competitively priced yet reliable products through one-time purchases. In the leasing line, we lease wireline logging tools on a monthly or annual basis, allowing customers to access advanced equipment without incurring significant upfront capital expenditures. As service companies face increasing constraints on capital investment, our leasing model provides them with an efficient and scalable alternative to ownership. Our logging data interpretation services integrate proprietary software with the expertise of our global geoscience team to deliver continuous quality control, data processing, and professional interpretation reports. While we offer tailored training for clients wishing to perform their own analysis, we retain exclusive in-house interpretation for our newest technologies, i.e., ePDT, DEC, MPAC, and TTCE tools, to ensure the accuracy of final interpretations. In addition, we provide 24/7 repair and maintenance services through local teams in Houston, Dubai, Jakarta, and Stavanger. We prioritize rapid remote troubleshooting to minimize downtime, while also offering on-site engineering support and facility repairs upon request.

Our total revenues decreased by $2.1 million, or 4.3%, to $47.2 million for the year ended December 31, 2025, compared with $49.3 million for the year ended December 31, 2024. Our net profit decreased by $9.9 million, or 88.1%, to $1.3 million for the year ended December 31, 2025, compared with $11.2 million for the year ended December 31, 2024.

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Recent Developments

The Business Combination

On October 13, 2025, we entered into a Business Combination Agreement with the SPAC, PubCo, and the Merger Sub, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, (a) at the First Merger Effective Time, SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company, and (b) at the Second Merger Effective Time, Merger Sub will merge with and into GOWell, as a result of which the separate corporate existence of Merger Sub will cease and GOWell will continue as the surviving company and a wholly owned direct subsidiary of PubCo. See “The Business Combination” for more information. On December 22, 2025, SPAC and GOWell entered into an amendment to the Business Combination Agreement to make an administrative change to correct the mechanism for converting the Company Warrants into PubCo Warrants exercisable for PubCo Ordinary Shares at the Closing.

Signing PIPE Investment

On October 13, 2025, pursuant to the Business Combination Agreement and the execution of the Signing PIPE Subscription Agreement, we issued (i) 2,352,941 Company Preferred Shares and (ii) 980,392 Company Warrants exercisable for 980,392 Company Ordinary Shares, for an aggregate investment amount of $20,000,000 to Inflection Point Fund I, LP. These Signing PIPE Securities were issued in accordance with the terms of the respective agreements and are convertible into or exercisable for PubCo Ordinary Shares at the Closing of the Business Combination. These Company Preferred Shares are redeemable preference shares. The Company Preferred Shares are redeemable at the option of the holders at any time on or after the first anniversary of the termination date of the Business Combination Agreement. Under the Company Articles, we are obligated to redeem the shares at 100% of the Accrued Value, defined as the stated value together with any unpaid arrears in respect of such shares, upon receipt of a redemption notice from the holders of more than 50% of the Company Preferred Shares. Additionally, we hold an optional call right to redeem the shares at its discretion. As of December 31, 2025, we do not expect to exercise this call option within the next twelve months. Pursuant to Company Articles, the Company Board has the discretion to settle the fixed cumulative preferential dividend attaching to each Company Preferred Share (the “Company Preference Dividends”) through either cash payments or an increase in the Accrued Value of the Company Preferred Shares (Payment-in-Kind, or “PIK”). The Company Board has elected to satisfy the Company Preference Dividends through the cash option. Under this election, dividends on the Company Preferred Shares accrue at an annual rate of 8% on the Accrued Value per share. See more discussion in Note 1 to our consolidated financial statements, which are included elsewhere in this proxy statement/prospectus, for more information.

Key Factors Affecting Our Results

Externally, our results are affected by general market conditions in the global hydrocarbon industry, the compounded growth in the total global well count, both active and idle and the nascent growth in the permanent abandonment of aging infrastructure. Internally, we believe our operational and financial results are underpinned by the following strategic drivers:

Global Service Expansion

GOWell global services have grown steadily in recent years, as new and enhanced products have been delivered into our established and new operating locations. Over the last few years, we have benefited from a growing absorption of differentiated products, particularly our Electro-Magnetic corrosion services, which have become benchmark technologies in several key markets.

We also view global service expansion as an accelerator for market share growth. Our primary competitors are formerly independent technology developers who were focused on capital sales. The largest of these entities now belong to large service companies, which continue to focus on strategic sales rather than service enablement as a method of capital discipline, while also limiting technology availability to areas with lesser competition to their own services. This situation is advantageous to GOWell, where our independence is valued, our focus is assured and our ability to move quickly and deliver products in a timely manner is well-established.

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Monitoring our global service revenue as a percentage of total revenue is a key indicator for assessing the success of our service expansion, as well as the overall health of our products and commercial operation, given that it represents a competitive choice and is underpinned by repeat orders.

To underpin this trajectory going forward, the majority of our new products undergoing commercialization will only be offered in a service model. This approach is strategically advantageous, as it gives us more control over the geographic prioritization of technology, while retaining the ability to control pricing and delivery of analyzed data products to end users. This point is an important differentiator, as vertically integrating hardware development, service provision and answer product delivery to the end user enables the clearest and fastest feedback for product improvement and enhancement.

Technology Commercialization

As a technology-driven company, our research and development (“R&D”) policy for the recent years was based on a strategy that focuses on creating new and differentiated products, and where feasible, blue-ocean solutions to address recognized market demand. This policy is supported by a significant commitment to R&D investment, equivalent to about 9.0% of our revenue for the year ended December 31, 2025, while prioritizing market and technology needs that are lacking in the major OFS company powerhouses, such as corrosion and thru-tubing evaluation tools. This policy is complementary to our overall commitment to introduce new technologies that focus on (i) maintaining the integrity of the well infrastructures while protecting the environment; (ii) offering cost-effective solutions to our customers and (iii) creating competencies in different segments of the industry including in underdeveloped sectors such as P&A.

This approach has resulted in the development of our industry leading ePDT, designed for the quantitative corrosion monitoring of up to five concentric ferrous tubulars, a key challenge in monitoring the health of aging oil and gas infrastructure. Additionally, it has led to our unique DEC service, which SLB have licensed exclusively for certain applications.

Currently, two unique well integrity services, namely TTCE and MPAC (Multi Pipe Azimuthal Corrosion) technologies are in different stages of commercialization. TTCE has been commercialized in the first half of the year 2026, and we anticipate MPAC to be commercialized in the second half of 2026. Both technologies use novel methods to access cement and casing conditions in the market that are either underserved or lack a solution. Our TTCE technology was recently invited to participate, and was successfully benchmarked in, a European Net Zero technology trial.

Another area of focus for our innovation is the enhancements of our geoscience and answer product delivery. In 2026, we plan to commercialize our cloud based SmartLog processing and interpretation package, which will replace our desktop ViewWell application. Complementing these analytics efforts, we will introduce new AI plug-ins designed to reduce data turnaround times while improving the repeatability of results.

Targeted Technology and Acquisitions

Complementing our organic R&D developments is our efforts at technology insourcing and selective mergers and acquisitions. The drivers here are to quickly fill portfolio gaps, gain access to adjacent markets, and establish clear technology leadership positions.

In 2024, we signed a pioneering agreement with SLB to insource a proprietary and differentiated new service developed internally by SLB. Under this agreement, we will manage the technology throughout its lifecycle. Furthermore, our agreement allows us to further adapt this service to meet our own needs and offer it to customers beyond SLB.

Also, in 2025, we acquired an advanced wellbore tractor technology in Norway. This strategic acquisition marks a deliberate step into the increasing conveyance and intervention business, where market consolidation has resulted in a scarcity of independent providers. We expect both initiatives to yield commercial benefit during the second half of the year 2026.

Strategic Collaboration

In recent years, we have successfully partnered with industry leaders to develop and adapt new technologies for mutually beneficial outcomes and to build a foundational and robust supply chain organization to support our growth.

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In the Middle East, we successfully partnered with Aramco to develop our ePDT service under a joint technology development agreement. This service has become the industry benchmark for multi-casing corrosion evaluation. Additionally, through a separate joint agreement with Aramco, we developed our TTCE system, using a revolutionary resonance technique to measure multi annulus cement condition. Aramco has provided $700,000 in funding since 2018, and has supported the acceleration of the development, field trials, and approval process of ePDT and TTCE.

As previously described, our recent agreement with SLB to insource their own technology, under which we are licensed to manufacture, lease, and sell the SLB Tool, is not only accretive to our operations but also a strategically important commitment to one of our largest customers.

For many years, we have been a technology partner to a downhole video camera service provider leading in visual analytics, maintaining close collaboration as their own products are developed to ensure seamless integration with the relevant GOWell technologies.

In 2026, we are collaborating with a Dutch conveyance technology provider, Paradigm, to integrate our services on to their platform. This integration will open the door to several new and important customers for our technology.

There are no material cash requirements for GOWell in conjunction with any of the strategic collaboration initiatives.

Even prior to recent supply chain turmoil, GOWell was pursuing a strategy of supply chain diversification. Our distributed manufacturing centers, together with a global sourcing infrastructure, provide us with an efficient cost basis for our technology.

In 2025, we initiated the build out of manufacturing facilities in Dubai and Singapore, with Dubai becoming operational in the fourth quarter of 2025 and Singapore expected to become operational in the third quarter of 2026. These two new locations, together with our China related party and Houston manufacturing centers, will enable us to pivot with global forces, while still maintaining localized responsiveness.

Key Components of Results of Operations

In assessing our financial performance, we consider a variety of financial performance measures, including growth in net revenue and gross profit, our ability to control costs and operating expenses to improve our operating efficiency and net profit. Our review of these indicators facilitates timely evaluation of the performance of our business and effective communication of results and key decisions, allowing our business to respond promptly to competitive market conditions and different demands and preferences from our customers. The key measures that we use to evaluate the performance of our business are set forth below and are discussed in greater details under “Results of Operations.”

Revenues

We generate revenue primarily from four business lines: equipment sales, equipment leases, logging data interpretation services, and repair and maintenance services. For the purposes of this section, we aggregate our revenue generated from logging data interpretation services and repair and maintenance services into a single category. We generated total revenues of $47.2 million and $49.3 million for the years ended December 31, 2025 and 2024, respectively. Equipment sales accounted for approximately 37.8% and 42.9% of total revenue in 2025 and 2024, respectively. Equipment leases contributed approximately 48.9% and 45.5% of total revenue in the same periods, respectively. Other service-related revenues accounted for approximately 13.3% and 11.6% of total revenue in 2025 and 2024, respectively.

Cost of revenues

Cost of revenues represents costs and expenses incurred in order to generate revenue. Our cost of revenues primarily consists of material, supplies and subcontracting costs, staff expenses and wages, depreciation expenses and other associated direct costs. Our cost of revenue was $19.3 million and $19.5 million for the years ended December 31, 2025 and 2024, respectively.

Research and development expenses

Our R&D expenses primarily consist of staff expenses and wages, material consumption, rental expenses and other miscellaneous R&D expenses.

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Selling and marketing expenses

Our selling and marketing expenses primarily consist of staff expenses and wages, travel expenses for our selling and marketing staff, commission fee, professional service fees, rental expenses, marketing and entertainment fee, and other miscellaneous selling expenses.

General and administrative expenses

Our general and administrative expenses primarily consist of staff expenses and wages, professional service fees, rental expenses, depreciation and amortization expenses, expected credit loss and other corporate expenses.

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. Under the current tax laws of the Cayman Islands, we are not subject to tax on our income or capital gains. In addition, payments of dividends and capital in respect of our shares are not subject to taxation, and no withholding will be required in the Cayman Islands on the payment of any dividend or capital to any holder of our shares, nor will gains derived from the disposal of our shares be subject to the Cayman Islands income or corporation tax.

United States

We file income tax returns with the U.S. Internal Revenue Services (IRS). We are subject to U.S. federal or state income tax examinations by the IRS and relevant state tax authorities. The U.S. corporate tax rate for the years ended December 31, 2025 and 2024 were both 21%. The IRS can include returns filed within the last three years in an audit unless a substantial error is found in which case, the IRS may extend the period to six years.

Canada

Canada’s corporate tax rates include two portions, the federal and the provincial. The Corporate Federal Tax rate is 38%. After a 10% federal tax abatement and a 13% general tax reduction, the net tax for corporations is 15%. Although Canada has a reduced tax rate for small businesses, our Canadian subsidiary, which is registered in Alberta, does not qualify for it. The provincial tax rate beginning from January 1, 2020, was 10% and decreased to 8% starting from July 1, 2020.

The normal reassessment period by the Canada Revenue Agency (CRA) is three years beginning on the date the original Notice of Assessment was issued unless certain situations occur. For suspicion of income or tax evasion, the reassessment period can be extended to six years, whereas for failure to report foreign property, it can be extended to ten years.

UAE

The UAE has introduced Federal Decree-Law No.47 of 2022 on the Taxation of Corporations and Businesses (the “CT Law”), which applies to financial years beginning on or after June 1, 2023. Under the CT Law, corporate tax is applicable to (amongst others) legal persons in the UAE at the rate of 9% on taxable income above AED375,000. However, entities incorporated or registered in free zones that are considered qualifying free zone persons are subject to 0% tax on their qualifying income.

Our UAE subsidiary does not meet the criteria of a qualifying free zone person (“QZFP”) for the years ended December 31, 2025 and 2024 and is subject to the corporate tax at a rate of 9%. We believe that the subsidiary is not likely to satisfy all the conditions for QZFP prescribed in the CT Law. If a free zone person does not meet all the conditions, it will be subject to a rate of 9% on its taxable income.

Additionally, although a withholding tax framework has been introduced in the UAE, the applicable rate is currently set at 0% and although this is subject to change, the UAE does not currently impose a withholding tax on payments of dividends to shareholders.

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Singapore

The applicable corporate income tax rate in Singapore is 17%, with 75% of the first approximately SGD 10,000 taxable income and 50% of the next approximately SGD 190,000 taxable income are exempted from income tax.

However, effective February 1, 2025, GOWell Technology Singapore PTE LTD was granted a Development and Expansion Incentive — International Headquarters Award (“DEI-IHQ”) by the Singapore Economic Development Board (“EDB”). This award subjects our qualifying income to a concessionary tax rate, provided we satisfy certain terms and conditions imposed by the EDB. Accordingly, we have applied the preferential 10% tax rate in our income tax calculation.

Results of Operations

This information should be read together with our consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period. The following table sets forth our consolidated results of operations, together with the period-to-period changes expressed in absolute amounts and as percentages of total revenue for the periods presented.

Comparison of Results of Operations for the years ended December 31, 2025 and 2024

		For the Years Ended December 31,						Change
		2025			2024			Amount			%
		$			$			$
Revenues – third parties		45,129,579			48,193,972			(3,064,393	)		(6.4	)
Revenues – related parties		2,067,295			1,131,320			935,975			82.7
Total revenues		47,196,874			49,325,292			(2,128,418	)		(4.3	)
Cost of revenues		(19,281,494	)		(19,511,774	)		230,280			(1.2	)
Gross profit		27,915,380			29,813,518			(1,898,138	)		(6.4	)
OPERATING EXPENSES:
Selling and marketing expenses		(6,824,927	)		(6,569,953	)		(254,974	)		3.9
General and administrative expenses		(11,449,795	)		(5,765,352	)		(5,684,443	)		98.6
Research and development expenses		(4,241,727	)		(3,569,145	)		(672,582	)		18.8
Total operating expenses		(22,516,449	)		(15,904,450	)		(6,611,999	)		41.6
Operating profit		5,398,931			13,909,068			(8,510,137	)		(61.2	)

		For the Years Ended December 31,						Change
		2025			2024			Amount			%
		$			$			$
OTHER EXPENSES:
Finance income		172,999			231,900			(58,901	)		(25.4	)
Finance costs		(2,594,531	)		(477,704	)		(2,116,827	)		443.1
Other income (expenses), net		25,560			(1,229	)		26,789			2,179.7
Total other expenses		(2,395,972	)		(247,033	)		(2,148,939	)		869.9
Profit before income tax expense		3,002,959			13,662,035			(10,659,076	)		(78.0	)
Income tax expense		(1,670,866	)		(2,511,248	)		840,382			(33.5	)
Net profit		1,332,093			11,150,787			(9,818,694	)		(88.1	)

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Revenues

The following table sets forth a breakdown of our revenues for the periods indicated:

		For the Years Ended December 31,				Change
		2025		2024		Amount			%
		$		$		$
Equipment sales		17,843,295		21,163,814		(3,320,519	)		(15.7	)
Equipment leases		23,083,893		22,426,732		657,161			2.9
Provision of services		6,269,686		5,734,746		534,940			9.3
Total revenues		47,196,874		49,325,292		(2,128,418	)		(4.3	)

Our total revenues decreased by 4.3%, or $2.1 million to $47.2 million for the year ended December 31, 2025, compared with $49.3 million for the year ended December 31, 2024, which was mainly due to the decrease of $3.3 million in revenues from equipment sales, and partially offset by an increase of $0.7 million from equipment leases and $0.5 million from provision of services.

For the year ended December 31, 2025 and 2024, new technology generated $10.8 million and $10.7 million in total revenue, respectively. The New Technology Revenue Mix reached 22.8% of our total revenues for the year ended December 31, 2025, compared to 21.7% in the prior period. This growth reflects both our technological advancements and the market penetration achieved through sustained commercialization efforts in prior periods. The enhanced measurement capabilities and operational efficiency of our new technology products have been broadly validated by customers, serving as a resilient revenue driver that partially offset declines in our traditional business lines and stabilized our overall financial performance during the period.

Our revenues generated from equipment sales decreased by 15.7% or $3.3 million, to $17.8 million for the year ended December 31, 2025, from $21.1 million for the year ended December 31, 2024, which was primarily attributable to the overall decrease in the OFS activity level, coupled with the inherent lumpiness in the equipment sales space. During lower OFS activity periods, the tendency is to defer capital purchases and to spend more on operating expenses such as repair services.

Our revenues generated from equipment leases remained stable, with a slight increase by 2.9%, or $0.7 million to $23.1 million for the year ended December 31, 2025, compared with $22.4 million for the year ended December 31, 2024. The increase was primarily driven by our continuing gains in market share through our leasing model.

Our revenues generated from provision of services increased by 9.3% or $0.6 million, to $6.3 million for the year ended December 31, 2025, from $5.7 million for the same period in 2024. The increase was mainly attributable to higher service orders, particularly in logging data interpretation services, which benefited from the rebound in the number of logging jobs performed in the Middle East, particularly Kingdom of Saudi Arabia, following a slowdown in the middle of 2024, as well as from an increased number of our leasing customers choosing our interpretation services.

Cost of Revenues

The following table sets forth a breakdown of our cost of revenues by revenue streams for the periods indicated.

		For the Years Ended December 31,				Change
		2025		2024		Amount			%
		$		$		$
Equipment sales		7,039,244		9,129,798		(2,090,554	)		(22.9	)
Equipment leases		8,803,600		7,254,976		1,548,624			21.3
Provision of services		3,438,650		3,127,000		311,650			10.0
Total cost of revenues		19,281,494		19,511,774		(230,280	)		(1.2	)

Our total cost of revenues slightly decreased by 1.2%, or $0.2 million to $19.3 million for the year ended December 31, 2025, from $19.5 million for the same period in 2024, generally in line with our revenue performance for the same year.

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Our cost of revenues from equipment sales decreased by 22.9% or $2.1 million, to $7.0 million for the year ended December 31, 2025, from $9.1 million for the year ended December 31, 2024. This decrease was mainly due to a shift in our product mix from lower-margin, one-off orders in favor of higher-margin contracts during the year ended December 31, 2025. This trend contributed to an overall enhancement in cost efficiency and mitigated the impact of lower sales on our gross profit.

Our cost of revenues from equipment leases increased by 21.3% or $1.5 million, to $8.8 million for the year ended December 31, 2025 from $7.3 million for the year ended December 31, 2024. The increase was primarily attributable to (i) higher staff costs resulting from the expansion of our engineering team, and (ii) increased depreciation costs driven by the growth of our rental equipment portfolio.

Our cost of revenues from provision of services increased by 10.0% or $0.3 million, to $3.4 million for the year ended December 31, 2025 from $3.1 million for the year ended December 31, 2024. This increase was primarily driven by higher personnel costs resulting from the expansion of our logging data interpretation team.

Gross Profit and Margin

The following table sets forth a breakdown of our gross profit and margin by revenue streams for the periods indicated.

		For the Years Ended December 31,								Change
		2025				2024
		Gross Profit		Gross Profit Margin		Gross Profit		Gross Profit Margin		Amount			%
		$		%		$		%		$
Equipment sales		10,804,051		60.5		12,034,016		56.9		(1,229,965	)		(10.2	)
Equipment leases		14,280,293		61.9		15,171,756		67.7		(891,463	)		(5.9	)
Provision of services		2,831,036		45.2		2,607,746		45.5		223,290			8.6
Total gross profit		27,915,380		59.1		29,813,518		60.4		(1,898,138	)		(6.4	)

As a result of the foregoing, we recorded a gross profit of $27.9 million and $29.8 million for the year ended December 31, 2025 and 2024, respectively, representing gross profit margins of 59.1% and 60.4%. The decrease in overall gross profit margin was primarily driven by our equipment lease line, where margins contracted due to increased overhead associated with the addition of personnel to support future revenue growth. Conversely, the gross margin for equipment sales increased compared to the same period in 2024, benefiting from our flexible cost structure, where a high proportion of variable expenses allowed for a disproportionate reduction in cost of revenues relative to the decline in sales, thereby enhancing our segmental cost efficiency.

Operating Expenses

Our operating expenses increased by 41.6% or $6.6 million to $22.5 million for the year ended December 31, 2025, from $15.9 million for the year ended December 31, 2024. The increase was primarily attributable to the expansion of our operations, including increased investment in personnel, the expansion of our operating and production facilities, and higher administrative expenses in connection with the growth of our business. We have built the foundation to support both rapid growth and the administrative requirements of a public company. These cost increases are discussed by category below.

Research and Development Expenses

Our research and development expenses increased by 18.8% or $0.6 million to $4.2 million for the year ended December 31, 2025, from $3.6 million for the same period in 2024. The increase was mainly driven by a $0.7 million increase in staff expenses and wages, mainly due to an increase in the headcount of our research and development personnel, partially offset by a $0.2 million decrease in material consumption, which was primarily due to the substantial completion of the prototype development phase.

Selling and Marketing Expenses

Our selling and marketing expenses remained relatively stable, increasing slightly by 3.9% or $0.2 million to $6.8 million for the year ended December 31, 2025 from $6.6 million for the year ended December 31, 2024, primarily due to (i) an increase of $0.3 million in staff expenses and wages driven by higher headcount of sales and marketing personnel and

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increased severance compensation expenses, partially offset by (ii) a $0.2 million decrease in professional expense, mainly due to the completion of software maintenance and improvements for sales department in 2024, which led to significantly lower related technical service fees incurred in 2025.

General and Administrative Expenses

Our general and administrative expenses increased by $5.6 million to $11.4 million for the year ended December 31, 2025 from $5.8 million for the year ended December 31, 2024, primarily due to (i) an increase of $2.9 million in staff expenses and wages, mainly driven by the expansion of headcount at our Singapore offices, (ii) an increase of $1.4 million in expected credit losses, primarily due to a higher proportion of longer-aged receivables, and (iii) an increase of $1.2 million in depreciation and amortization expenses, mainly due to increased amortization of right-of-use assets resulting from new office lease agreements in Singapore and Norway.

Total Other Expenses, net

Our total other expenses, net, increased by $2.2 million to $2.4 million for the year ended December 31, 2025 from $0.2 million in 2024. This increase was primarily driven by higher finance costs, mainly attributable to a $1.0 million fair value loss on derivatives liabilities related to the Signing PIPE investment and a $1.0 million amortization of the carrying value adjustment of Company Preferred Shares recognized under the effective interest method in 2025.

Income Tax Expense

Our income tax expenses decreased to $1.7 million for the year ended December 31, 2025, from $2.5 million for the year ended December 31, 2024, mainly due to a decline in profit before tax during 2025, partially offset by higher income tax expenses recognized by the Singapore subsidiary in connection with dividend income.

Net Profit

As a result of the foregoing, we recorded net profit of $1.3 million and $11.2 million for the years ended December 31, 2025 and 2024, respectively.

Non-IFRS financial measures

EBITDA are non-IFRS financial measures used by our management to evaluate our operating performance. We believe that it provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors.

These non-IFRS financial measures are not defined under IFRS and are not presented in accordance with IFRS. They should not be considered in isolation or construed as an alternative to net profit or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to review these historical non-IFRS financial measures in light of their most directly comparable IFRS measures, as shown below. The non-IFRS financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

		For the Years Ended December 31,
		2025		2024
		$		$
Net profit		1,332,093		11,150,787
Add:
Interest expense on loan		50,871		206,066
Interest expense on Company Preferred Shares		1,034,107		—
Interest expense on lease liability		250,221		221,048
Income tax expense		1,670,866		2,511,248
Depreciation and amortization expenses		6,357,416		5,244,430
EBITDA		10,695,574		19,333,579

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Liquidity and Capital Resources

Our liquidity and working capital requirements primarily relate to our operating expenses. Historically, we have managed our working capital and other liquidity requirements mainly from our operations. As of December 31, 2025 and 2024, we had a total of $6.8 million and $4.0 million in cash and cash equivalents and restricted cash. Our cash and cash equivalents generally consist of cash on hand, time deposits with maturities of three months or less. Our restricted cash mainly represents the guaranteed deposits made by us in accordance with Dubai’s general requirements for all local operating entities, or per request by customers during ordinary course of business. For the years ended December 31, 2025 and 2024, we generated net profit of $1.3 million and $11.2 million, respectively, and our cash provided by operating activities was $4.4 million and $17.2 million, respectively.

Taking into account cash and cash equivalents on hand and our operating cash flows, we believe that we have sufficient working capital for our present requirements and for at least the next 12 months from the date of this proxy statement/prospectus. We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand, we may seek to issue debt or equity securities or obtain additional credit facilities.

Cash Flow Comparison for the Years Ended December 31, 2025 and 2024

The following table sets forth a summary of our cash flows for the periods presented:

		For the Years Ended December 31,						Change
		2025			2024			Amount			%
		$			$			$
Summary Consolidated Cash Flow Data:
Net cash provided by operating activities		4,402,206			17,249,418			(12,847,212	)		(74.5	)
Net cash used in investing activities		(9,509,637	)		(8,003,123	)		(1,506,514	)		18.8
Net cash provided by (used in) financing activities		7,805,168			(7,109,720	)		14,914,888			(209.8	)
Effect of exchange rate changes on cash and cash equivalents		60,198			(173,579	)		233,777			(134.7	)
Net change in cash and cash equivalents		2,757,935			1,962,996			794,939			40.5
Cash, cash equivalents and restricted cash at beginning of the years		4,003,086			2,040,090			1,962,996			96.2
Cash, cash equivalents and restricted cash at end of the years		6,761,021			4,003,086			2,757,935			68.9

Operating activities

Net cash provided by operating activities was $4.4 million for the year ended December 31, 2025, which was primarily attributable to (1) our net profit of $1.3 million; (2) net adjustments for certain non-cash items of $12.1 million, mainly consisting of depreciation and amortization of $6.4 million, allowance for credit loss of $1.4 million, changes in fair value of derivative liabilities of $1.0 million, finance cost on Company Preferred Shares of $1.0 million and non-cash transfer of rental equipment to inventory for sale of $0.9 million; and (3) changes in working capital that positively affected cash flows from operating activities, primarily including (i) an increase of $0.7 million in accruals and other payables, attributable to accrued listing-related professional fees and employee severance provisions recognized in 2025, partially offset by (ii) an increase of $5.0 million in trade receivables, primarily attributable to the partial delivery during the fourth quarter of 2025 under the TG contract, which has a total contract value of US$18.9 million, of which approximately US$2.8 million had been delivered and recognized as revenue as of December 31, 2025, together with five additional customer orders totaling $2.3 million that were completed in November and December 2025, for which the related trade receivables remained outstanding as of December 31, 2025; (iii) an increase of $3.1 million in inventories due to purchase made in preparation for expected deliveries under the TG contract in 2026, following the partial delivery of the contract during 2025. In addition, we expanded our manufacturing footprint during 2024 and 2025 by adding new production locations, including new facilities in Dubai and Singapore, and further diversifying

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our supply chain. This resulted in a shift inventory sourcing from Xi’an Gewei, a related party, to our internal and alternative manufacturing locations, which contributed to the increase in inventory during the period. This transition reflects our ongoing efforts to enhance supply chain resilience and reduce our reliance on a related party supplier; and (iv) an increase of $1.1 million in prepaid expenses and other current assets, mainly due to the increase in advance payment to suppliers and prepaid expenses.

Net cash provided by operating activities was $17.2 million for the year ended December 31, 2024, which was primarily attributable to (1) our net profit of $11.2 million; (2) net adjustments for certain non-cash items of $10.1 million, mainly consisting of depreciation and amortization of $5.2 million and non-cash transfer of rental equipment to inventory for sale of $2.7 million; and (3) changes in working capital that positively affected cash flows from operating activities, primarily including (i) an increase of $1.1 million in trade payables to related parties, which was due to the increased purchases of logging equipment from Xi’an Gewei; partially offset by (ii) an increase of $3.7 million in inventories as we expanded our manufacturing footprint during 2024 by adding new production locations, including new facilities in Dubai and Singapore, and further diversifying our supply chain. This resulted in a shift in inventory sourcing from Xi’an Gewei, a related party, to our internal and alternative manufacturing locations, which contributed to the increase in inventory during the period. This transition reflects our ongoing efforts to enhance supply chain resilience and reduce our reliance on a related party supplier; and (iii) an increase of $1.3 million in prepaid expenses and other current assets, primarily reflecting advance payments to suppliers to support our proactive inventory procurement strategy and contractual prepayments required under certain service agreements to ensure project commencement.

Investing activities

Net cash used in investing activities for the year ended December 31, 2025 was $9.5 million, which was primarily attributable to (i) the purchase of property, equipment and rental equipment of $8.5 million; and (ii) the purchase of intangible assets of $1.1 million.

Net cash used in investing activities for the year ended December 31, 2024 was $8.0 million, which was primarily attributable to (i) the purchase of property, equipment and rental equipment of $6.1 million; (ii) the purchase of intangible assets of $1.1 million; and (iii) advances made on behalf of related parties of $0.8 million.

Financing activities

Net cash used in financing activities for the year ended December 31, 2025 was $7.8 million, which was primarily attributable to (i) proceeds from the Signing PIPE investments of $20.0 million; partially offset by (ii) a dividend distribution to the GOWell Shareholder of $5.0 million; (iii) repayment of the loan from Xi’an Gewei of $3.8 million; (iv) repayments of lease liabilities of $1.4 million; (v) repayments of loans from third parties of $0.8 million; (vi) the payments for deferred offering costs of $0.7 million, and (vii) interest payments of $0.4 million.

Net cash used in financing activities for the year ended December 31, 2024 was $7.1 million, which was primarily attributable to (i) repayment of loans from related parties of $4.6 million; (ii) repayment of lease liabilities of $1.0 million; (iii) repayment of loans from bank and third parties of $0.7 million and 0.5 million, respectively; and (iv) interest paid of $0.3 million.

Capital Expenditures

Our capital expenditures are primarily incurred by purchasing rental equipment, property and equipment, and intangible assets. We had capital expenditures of $9.6 million and $7.3 million for the years ended December 31, 2025 and 2024, respectively.

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Contractual Obligations

The following table sets forth our contractual obligations as of December 31, 2025 and 2024:

		Carrying amount		Total contractual undiscounted cash flow		Within 1 year		Over 1 year
		$		$		$		$
As of December 31, 2025
Trade payables		789,134		789,134		789,134		—
Trade payables – related parties		4,104,133		4,104,133		4,104,133		—
Loans payable		62,411		62,411		25,149		37,262
Lease liabilities		6,386,796		6,948,666		1,887,702		5,060,964
Company Preferred Shares		16,663,052		27,227,073		1,882,353		25,344,720
As of December 31, 2024
Trade payables		186,615		186,615		186,615		—
Trade payables – related parties		3,861,971		3,861,971		3,861,971		—
Loans payable		1,374,641		1,374,641		679,626		695,015
Lease liabilities		6,880,212		7,736,682		1,403,172		6,333,510

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us, or engages in leasing, hedging or product development services with us.

Quantitative and Qualitative Disclosures About Market Risks

We are exposed to market risks in the ordinary course of our business. These risks primarily include credit risk, liquidity risk and foreign currency risk. See Note 23 to our consolidated financial statements included elsewhere in this proxy statement/prospectus for further details.

Credit Risk

We are exposed to credit risk from our operating activities and from our financing activities, which arise principally from our trade receivables, other receivables and long-term receivables. With respect to trade receivables, other receivables and long-term receivables, we actively monitor and manage credit risk by performing credit checks and optimizing the payment and collection process. With respect to the cash, we place substantially all of our cash with financial institutions with high credit ratings and quality in the jurisdictions we operate in. In the event of bankruptcy of one of these financial institutions, we may not be able to claim our cash back in full. We continue to monitor the financial strength of financial institutions. There has been no recent history of default in relation to these financial institutions.

Liquidity Risk

We are also exposed to liquidity risk which is the risk that we are unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions and related parties to obtain short-term funding to meet the liquidity shortage.

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Currency risk

We are exposed to foreign exchange rate fluctuations as we translate the financial statements of our Canadian subsidiaries into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the translation adjustments resulting from the conversion of the financial statements of our subsidiaries with into U.S. dollars would result in a gain or loss recorded as a component of other comprehensive income (loss). We are also exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and receivables, that are denominated in a currency other than our functional currencies. Foreign currency is monitored and managed by us on an ongoing basis as we endeavor to keep the net exposure at an acceptable level.

Critical Accounting Estimates

The preparation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates and assumptions based on the most recently available information, historical experience and various other assumptions that are believed to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. We believe that the following accounting estimates are critical to our business operations and to understand our consolidated financial results.

Net realizable value of inventory

The determination of the net realizable value of inventories requires management to make estimates regarding future selling prices, expected market demand, inventory obsolescence and costs to complete and sell inventories. Changes in market conditions, technological developments or customer demand could result in additional inventory write-downs or reversals in future periods. As of December 31, 2025 and 2024, the balance of the write-downs of inventories was $0.9 million and $1.4 million, respectively.

Impairment of non-financial assets

The assessment of impairment of non-financial assets requires significant judgment in determining whether indicators of impairment exist and in estimating the recoverable amount of assets or cash-generating units (“CGUs”). Key assumptions used in determining recoverable amounts include estimated future cash flows, growth rates, operating margins and discount rates. These estimates are subject to uncertainty and may be affected by changes in market conditions, economic trends and business performance. Changes in assumptions could materially affect the determination of recoverable amounts and result in impairment charges or reversals in future periods. For the years ended December 31, 2025 and 2024, no impairment loss of non-financial assets was recognized.

Recognition of Deferred Tax Assets

The recognition of deferred tax assets requires significant judgment regarding the probability of future taxable profits against which deductible temporary differences, unused tax losses and tax credits can be utilized. In assessing recoverability, management considers, among other factors, the reversal of taxable temporary differences, historical operating results, projected future taxable income and business plans of our subsidiaries.

As of December 31, 2025 and 2024, we recognized deferred tax asset of $3.3 million and $2.9 million, respectively.

Fair Value Measurement of Derivative liabilities

Derivative liabilities are measured at fair value. The valuation of warrants and embedded features associated with the Redeemable Preference Shares issued during 2025 requires the use of valuation techniques and key assumptions, including volatility, risk-free interest rate (continuous), bond yield and other unobserved inputs.

As of December 31, 2025 and 2024, we recognized derivative liabilities of $5.4 million and nil, respectively, and recognized Company Preferred Shares of $16.7 million and nil, respectively.

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Emerging Growth Company Status

Immediately following the consummation of the Business Combination, we will qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Post-Closing, we will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement, (b) in which we have total annual gross revenues of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last Business Day of its most recently completed second fiscal quarter; and (ii) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act. See “Risk Factors — General Risk Factors — The SPAC is, and we expect that PubCo will be, an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.”

Internal Control Over Financial Reporting

As a company with less than US$1.235 billion in revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include an exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 regarding the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We have elected to take advantage of such exemptions.

As of December 31, 2025, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the criteria established by COSO, we did not identify any control deficiencies in our financial reporting process that constitute material weaknesses in our internal control over financial reporting, and we concluded that our internal control over financial reporting was effective as of December 31, 2025. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. We did not identify any material weaknesses related to our internal controls.

This proxy statement/prospectus does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting because smaller reporting companies are not required to include such report, and emerging growth companies are exempt from this requirement until they are no longer an emerging growth company. Accordingly, our management’s report was not subject to attestation by our independent registered public accounting firm.

Changes in Internal Control

In the course of preparing and auditing our consolidated financial statements for the year ended December 31, 2024, we and our independent registered public accounting firm identified one material weakness in our internal control over financial reporting as of December 31, 2024. The material weakness identified relates to the lack of sufficient financial reporting and accounting personnel with appropriate knowledge of the International Financial Reporting

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Standards (“IFRS”) and SEC reporting requirements to properly address complex IFRS accounting issues and to prepare and review the consolidated financial statements and related disclosures to fulfil IFRS and SEC financial reporting requirements.

During 2025, we implemented the following remediation measures to address this material weakness and strengthen our internal control over financial reporting:

• Personnel and Resource Enhancements: We expanded our accounting and finance team by adding seven (7) professionals to our existing fifteen (15)-member team. These hires specifically strengthened our corporate consolidations and reporting functions as well as added one key accounting manager-level personnel at each of our largest operating companies. Among these additions are several certified public accountants, individuals with Master of Science in Management (Accounting) degrees and Master of Business Administration degrees, as well as professionals with Big Four public accounting experience, and relevant IFRS and SEC reporting experience. We also enhanced our investor relations function internally and externally which helps to support our SEC reporting capabilities.

• Training and Professional Development: We conducted comprehensive in-house training for new personnel regarding our business operations and the IFRS and SEC reporting responsibilities applicable to a U.S. public company. Our SEC Reporting knowledge has been refreshed and strengthened with on-the-job training provided by the various legal and accounting advisory firms engaged in our go-public efforts. This on-the-job training applies to the corporate finance team in Singapore as well as to our General Counsel and Vice President of Investor Relations.

• System and Process Optimization: We implemented a new Enterprise Resource Planning (ERP) system and conducted company-wide training for virtually all employees. The related process mapping and procedures have improved the consistency and efficiency of our base transaction processing activities, which enables our finance personnel to be more effectively utilized for reporting and analysis purposes.

• Governance and Management Oversight: We designated the members of the PubCo Board and the audit committee, with such appointments will become effective upon the Closing of the Business Combination. The director candidates have been consulting with management on an informal basis regarding various aspects of the business, particularly in connection with preparations for becoming a public company. Specifically, Ms. Wendy Hayes, as a candidate for the chairperson of the audit committee, brings extensive technical and SEC reporting experience to the board and is working closely with the Chief Financial Officer on planning for the internal audit, SOX 404, and SEC reporting oversight functions. Furthermore, during 2025 and the first quarter of 2026, we strengthened our executive management team through the appointments of a new Chief Executive Officer, Vice President of Corporate Development, Chief Technology Officer, and Chief Operating Officer. For additional details, see “Information About the Company — Directors and Executive Officers; Biographies” and “Management of PubCo after the Business Combination.”

Except for the remediation measures described above, there were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Recent Accounting Standards

See Note 2.22, “Summary of material accounting policies — Recent accounting pronouncements” to the audited financial statements of GOWell, which are included elsewhere in this proxy statement/prospectus, for more information.

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INFORMATION ABOUT THE SPAC

General

We are a blank check company incorporated on May 31, 2024 in the Cayman Islands as an exempted company, for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this proxy statement/prospectus as our initial business combination. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the SPAC is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.

The IPO

On June 1, 2024, the Prior Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering and formation costs in exchange for 8,050,000 Founder Shares. On December 19, 2024, the Prior Sponsor forfeited an aggregate of 5,031,250 Founder Shares for no consideration, resulting in there being an aggregate of 3,018,750 Founder Shares outstanding, with up to 393,750 Founder Shares subject to surrender and forfeiture depending on the extent to which the Representatives’ over-allotment option, as discussed in further detail below, was exercised. The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 8,625,000 SPAC Class A Shares if the Representatives’ over-allotment option was exercised in full, and therefore that such Founder Shares would represent approximately 26% of the issued and outstanding SPAC Ordinary Shares after the IPO.

On February 14, 2025, the SPAC consummated its IPO of 8,625,000 Units, including 1,125,000 Units as a result of the Representatives’ exercise in full of its over-allotment option. Each Unit consists of one SPAC Class A Share and one SPAC Right, each Right entitling the holder thereof to receive one-fifth of one SPAC Class A Share upon the completion of the IPO. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the SPAC of $86,250,000.

Simultaneously with the closing of the IPO, pursuant to purchase agreements entered into with the Prior Sponsor and the Representatives respectively (collectively, the “Private Placement Units Purchase Agreements”), the SPAC completed the private sale of 265,625 Private Placement Units at a purchase price of $10.00 per unit to the Sponsor and Representatives, generating gross proceeds of $2,656,250 in the aggregate. Such Private Placement Units are identical to the Public Units sold in the IPO, except that, so long as they are held by the Sponsors, Representatives, and each of their permitted transferees: (i) they may not be transferred, assigned or sold by the holder until thirty (30) days after the completion of a Business Combination, and (ii) they are entitled to registration rights.

In addition, the Prior Sponsor lent the SPAC an aggregate of $500,000 as of the closing date of the IPO bearing no interest pursuant to the Promissory Note. On January 7, 2026 and April 2, 2026, SPAC and the New Sponsor entered into amendments to the Promissory Note, which increased the aggregate principal amount of the Promissory Note to $800,000 to reflect $300,000 of additional advances made by the New Sponsor to us for working capital. The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $500,000 Sponsor Loan, only upon the closing of the SPAC’s initial business combination and, with respect to the additional $300,000 of loans, upon the earlier of the closing of the SPAC’s initial business combination and its liquidation. The Promissory Note may not be prepaid and no proceeds held in the Trust Account would be used to repay the Promissory Note.

A total of $86,250,000 of the net proceeds from the IPO, including proceeds of the sale of the Private Placement Units and the Sponsor Loan, was deposited in the Trust Account, located in the United States with Continental acting as trustee and will be held as cash or in demand deposit accounts or invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in direct U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the SPAC. Except with respect to interest earned on the funds held in the Trust Account that may be released to the SPAC for taxes payable and up to $100,000 to pay dissolution expenses, the proceeds from the IPO, the sale of the Private Placement Units and the Sponsor Loan will not be released from the Trust Account until the earliest of (i) the completion of an initial business combination, (ii) the redemption of the Public Shares if we are unable to complete an initial business combination within the completion window, subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the SPAC Articles to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter or to redeem 100% of our Public Shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

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The SPAC Articles and the prospectus for its IPO provide that the SPAC initially had 15 months from the closing its IPO (or up to 18 months if a definitive agreement for a business combination is signed within 15 months but not yet consummated) to complete an initial business combination. Because the SPAC entered into a definitive agreement for its initial business combination with GOWell in October 2025, the completion window was automatically extended to 18 months from the closing of the IPO, or August 14, 2026. On July 20, 2026, SPAC filed a definitive proxy statement seeking shareholder approval of an amendment to the SPAC Articles to extend the combination window from August 14, 2026 to August 31, 2026, and permit the SPAC Board to further extend such date up to four times in one month increments, to up to December 31, 2026. The holders of Public Shares will have the right to redeem their Public Shares in connection with such extension.

The Sponsor Transaction

On September 9, 2025, the Prior Sponsor entered into the Securities Transfer Agreement with the New Sponsor, pursuant to which the Prior Sponsor agreed to sell, and the New Sponsor agreed to purchase, an aggregate of 990,000 Founder Shares for an aggregate purchase price of $1,300,000, or approximately $1.31 per share, and assigned the Sponsor Loan to New Sponsor for $500,000. Simultaneously with the sale by the Prior Sponsor of such Founder Shares, the Prior Sponsor converted the 2,028,750 Founder Shares retained by it on a one-for-one basis into SPAC Class A Shares.

Effecting the SPAC’s Initial Business Combination

On October 13, 2025, we entered into a Business Combination Agreement with GOWell, a Cayman Islands exempted company, PubCo and Merger Sub, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, (a) at the First Merger Effective Time, SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company, and (b) at the Second Merger Effective Time, Merger Sub will merge with and into GOWell, as a result of which the separate corporate existence of Merger Sub will cease and GOWell will continue as the surviving company and a wholly owned direct subsidiary of PubCo. See “The Business Combination” for more information.

We are not presently engaged in, and we will not engage in, any operations until the consummation of the Business Combination. We intend to effectuate the Business Combination using cash held in the Trust Account, the proceeds of the PIPE Investments, and shares issued to GOWell.

If not all of the funds released from the Trust Account are used for redemptions of the SPAC Class A Shares, we may use the balance of the cash released to us from the Trust Account for general corporate purposes, including to pay transaction expenses and for GOWell’s working capital.

Fair Market Value of GOWell’s Business; 80% test

Pursuant to the SPAC Articles and Nasdaq listing rules, the SPAC’s initial business combination must occur with one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the definitive agreement to enter into the business combination. The SPAC will not complete a business combination unless it acquires a controlling interest in a target company or is otherwise not required to register as an investment company under the Investment Company Act. The SPAC Board determined that this test was met in connection with the Business Combination.

Shareholder Approval of the Business Combination

Under the SPAC Articles, because the SPAC is seeking shareholder approval in connection with the Business Combination, it may only complete such the Business Combination if it receives an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. Further, pursuant to the SPAC Articles, in connection with such shareholder approval, the SPAC must provide its Public Shareholders with the opportunity to redeem their Public Shares. For more information, please see the section entitled “The Extraordinary General Meeting.”

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Potential Purchases of Public Shares

At any time prior to the EGM, during a period when they are not then aware of any material nonpublic information regarding the SPAC or its securities, the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates may purchase Public Shares or Public Rights in privately negotiated transactions or in the open market, or take other actions to incentivize non-redemption, although they are under no obligation to do so. There is no limit on the number of Public Shares or Public Rights that such persons may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. On July 28, 2026, SPAC and PubCo entered into the Capital Markets Advisor Engagement Letter, in which a portion of the fee payable to the advisor would consist of a reimbursement of the advisor for 50,000 SPAC Class A Shares to be purchased by the advisor prior to the Closing from one or more redeeming shareholders through privately negotiated transactions at a price no higher than the Redemption Price. Other than as expressly stated herein, the Sponsors, the SPAC’s directors, managers, officers, advisors and their affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Rights in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of SPAC securities, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

The purpose of any such transactions could be to (1) increase the likelihood of obtaining the SPAC Shareholder Approval of the Business Combination, (2) reduce the amount of Redemptions, or (3) reduce the number of Public Rights outstanding. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

In the event the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. To the extent that the Sponsors and the SPAC’s officers and directors or their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination. See “The Business Combination — Potential Purchases of Public Shares” for more information.

Liquidation if No Business Combination

The SPAC Articles provide that we have until the date that is 15 months from the consummation of the IPO (or up to 18 months from the consummation of the IPO if we have executed a definitive agreement for an initial business combination within 15 months from the consummation of the IPO but have not consummated an initial business combination within such 15-month period). Because the SPAC entered into a definitive agreement for its initial business combination with GOWell in October 2025, the completion window was automatically extended to 18 months from the closing of the IPO, or August 14, 2026. On July 20, 2026, SPAC filed a definitive proxy statement seeking shareholder approval of an amendment to the SPAC Articles to extend the combination window from August 14, 2026 to August 31, 2026, and permit the SPAC Board to further extend such date up to four times in one month increments, to up to December 31, 2026. If we have not completed our initial business combination within the completion window and shareholders have not otherwise approved an amendment to the SPAC Articles to extend such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the SPAC Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our initial business combination within the completion window.

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In connection with the IPO, our Sponsors, officers and directors have entered into the A&R Letter Agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from assets outside the Trust Account. Such redemption rights waiver was provided without any separate consideration paid in connection with providing such waiver. However, if our Sponsors or management team acquire Public Shares in or after the SPAC’s IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial business combination within the completion window.

The Representatives have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event we do not complete our initial business combination within the completion window and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of our Public Shares.

Our Sponsors, officers and directors have agreed, pursuant to the A&R Letter Agreement, that they will not propose any amendment to the SPAC Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, in each case unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be paid using available borrowing capacity under the Promissory Note, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of the IPO, sale of Private Placement Units, and loans under the Sponsor Loan, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account less taxes payable, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be advisable and in the best interests of the SPAC under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Bush & Associates CPA LLC, our independent registered public accounting firm, and the Representatives will not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in

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the Trust Account, the New Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for the SPAC’s independent registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the Representatives against certain liabilities, including liabilities under the Securities Act. However, we have not asked the New Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the New Sponsor have sufficient funds to satisfy its indemnity obligations. Therefore, we cannot assure you that the New Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and the New Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our Independent Directors would determine whether to take legal action against the New Sponsor to enforce its indemnification obligations. While we currently expect that our Independent Directors would take legal action on our behalf against the New Sponsor to enforce its indemnification obligations to us, it is possible that our Independent Directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the Independent Directors to be too high relative to the amount recoverable or if the Independent Directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share Redemption Price will not be less than $10.00 per share.

If we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.00 per share to our Public Shareholders. Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or bankruptcy or other court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our initial business combination within the completion window, (ii) in connection with a shareholder vote to amend the SPAC Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to the SPAC Articles or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. In the event that we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights described above. These provisions of the SPAC Articles, like all provisions of the SPAC Articles, may be amended with a shareholder vote.

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Facilities

We maintain executive offices at 167 Madison Avenue Suite 205 #1017, New York, NY 10016 provided by the New Sponsor. We consider our current office space, combined with the office space otherwise available to our executive officers, adequate for our current operations.

Employees

We currently have three officers: Michael Blitzer, our Chief Executive Officer, Zikang Wu, our Chief Financial Officer, and Kevin Shannon, our Chief Operating Officer. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed an initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for an initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of an initial business combination.

The Sponsors

Maywood Sponsor LLC, the Prior Sponsor, is a Cayman Islands limited liability company. The Prior Sponsor was formed prior to the IPO for the purpose of acting as the sponsor of the SPAC. It was responsible for organizing, directing, and managing the business and affairs of the SPAC from its incorporation, through the consummation of the IPO. The Prior Sponsor’s activities included identifying and negotiating terms with the Representatives, other third-party service providers such as the SPAC’s auditors and legal counsel, and the SPAC’s directors and officers, and searching for and negotiating with potential business combination targets. Other than its investment in the SPAC and its work on behalf of the SPAC, the Prior Sponsor is not engaged in any business. The Sponsor made an initial investment of $25,000 to cover certain pre-IPO expenses, in exchange for the issuance of Founder Shares, or approximately $0.008 per share. The Prior Sponsor also purchased 125,000 Private Placement Units in a private placement that consummated simultaneously with the IPO, and loaned the SPAC $500,000 pursuant to the Sponsor Loan.

Inflection Point Fund I LP, the New Sponsor, is a Delaware limited partnership. The business of the New Sponsor is investing in securities. Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of the New Sponsor. As a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, voting and dispositive power over securities beneficially owned by the New Sponsor are vested in an investment committee of three members, including Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, Kevin Shannon, the Chief Operating Officer of SPAC, and a third individual who does not have, and has not had during the past three years, any relationship with SPAC or any of its predecessors or affiliates. Mr. Blitzer owns approximately 36% of the economic rights attributable to the assets of the New Sponsor. A family foundation not affiliated with SPAC or with SPAC’s management team owns approximately 25% of the economic rights attributable to the assets of the New Sponsor, as a passive investment in the New Sponsor with no rights to control, direct, or participate in the management of the New Sponsor. No person other than Mr. Blitzer has a direct or indirect material interest in the New Sponsor. Other than SPAC’s management team, none of the members of the New Sponsor participate in the SPAC’s activities. With respect to the SPAC, the New Sponsor is responsible for organizing, directing, and managing the business and affairs of the SPAC from the negotiation of the Business Combination Agreement, and until the consummation of the Business Combination. The New Sponsor’s activities included searching for and negotiating with potential business combination targets.

An affiliate of the New Sponsor founded IPAX, a special purpose acquisition company formed for substantially similar purposes as the SPAC. IPAX completed its initial public offering in September 2021, in which it sold 32,975,000 units, each consisting of one share of IPAX common stock and one-half of one warrant to purchase one share of IPAX common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $329,750,000. On September 16, 2022, IPAX announced its business combination with LUNR, a diversified space exploration, infrastructure, and services company with marquee contracts supporting NASA’s $93 billion Artemis program. Prior to the extraordinary general meeting of IPAX shareholders to approve the business combination with LUNR, holders of 27,481,818 of IPAX Class A ordinary shares, or 83.34% of the outstanding IPAX Class A ordinary shares and 89.37% of the outstanding IPAX Class A ordinary shares not held by affiliates of IPAX, exercised their right to redeem those shares for cash at a price of approximately $10.1843 per share, for an aggregate of $279,884,313.81. The transaction with LUNR closed on February 13, 2023, and began trading on Nasdaq on February 14, 2023 under the ticker “LUNR”.

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In March 2023, Mr. Blitzer and Mr. Shannon founded IPXX, a special purpose acquisition company formed for substantially similar purposes as the SPAC. IPXX completed its initial public offering in May 2023, in which it sold 25,000,000 units, each consisting of one Class A ordinary share of IPXX and one-half of one warrant to purchase one share of IPXX common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $250,000,000. On August 21, 2024, IPXX entered into a business combination with USARE, a company whose mission is to establish a vertically integrated, domestic rare earth magnet supply chain that supports the future state of energy, mobility, and national security in the United States. USARE is developing a NdFeB magnet manufacturing plant in the United States, and establishing domestic rare earth and critical minerals supply, extraction, and processing capabilities to supply its magnet manufacturing plant and market surplus materials to third-parties. IPXX held a vote on November 18, 2024 to extend the date by which IPXX must complete an initial business combination from November 30, 2024 to August 21, 2025. In connection with such extension, holders of 22,794,651 Class A ordinary shares of IPXX, or 91.18% of the outstanding IPXX public shares, exercised their right to redeem those shares for cash at a price of approximately $10.83 per share, for an aggregate of $246.9 million. Prior to the extraordinary general meeting of IPXX shareholders to approve the business combination with USARE, holders of 128,140 IPXX Class A ordinary shares, or 5.8% of the outstanding IPAX Class A ordinary shares, exercised their right to redeem those shares for cash at a price of approximately $11.00 per share, for an aggregate of $1,409,139.27. The transaction with USARE closed on March 13, 2025 and began trading on March 14, 2025 under the ticker “USAR.”

In January 2024, Mr. Blitzer and Mr. Shannon founded IPCX, a blank check company formed for substantially similar purposes as the SPAC. IPCX completed its initial public offering in April 2025, in which it sold 25,300,000 units, each consisting of one Class A ordinary share of IPCX and one right to receive one-tenth of one Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $253,000,000. On August 25, 2025, IPCX announced its business combination with A1R WATER, a global leader in atmospheric water generation. The transaction is expected to close in 2026.

In November 2024, IPDX, a blank check company formed for substantially similar purposes as the SPAC and managed by the New Sponsor, completed its initial public offering, in which it sold 25,000,000 units, each consisting of one Class A ordinary share of IPDX and one right to receive one-tenth of one Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $250,000,0000. On August 14, 2025, IPDX announced its business combination with Merlin Labs, Inc., a leading developer of assured, autonomous flight technology for defense customers. Prior to the extraordinary general meeting of IPDX shareholders to approve the business combination with Merlin Labs, holders of 22,550,551 IPDX Class A ordinary shares, or approximately 90.2% of the outstanding IPDX Class A ordinary shares, exercised their right to redeem those shares for cash at a price of approximately $10.56 per share, for an aggregate of approximately $238.1 million. The transaction with Merlin Labs closed on March 16, 2026 and the combined company’s securities began trading on March 17, 2026 under the ticker “MRLN.”

In September 2025, Mr. Blitzer and Mr. Shannon founded IPFX, a special purpose acquisition company formed for substantially similar purposes as the SPAC. IPFX completed its initial public offering in March 2026, in which it sold 25,300,000 units, each consisting of one IPFX Class A ordinary share and one-third of one warrant to purchase one IPFX Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $253,000,000. On June 8, 2026, IPFX announced that it had entered into a definitive business combination agreement with Quantum Space, LLC, a company building the next generation of advanced maneuverable spacecraft to disrupt the orbital economy.

On June 26, 2026, IPGX announced that it had entered into a definitive business combination agreement with Elroy Air, Inc., a leading U.S.-based technology developer of autonomous heavy-cargo drones for defense, rapid response and commercial logistics. In connection with such business combination, the sponsor of IPGX partnered with the Inflection Point team and agreed to, among other things, rename the company “Inflection Point Acquisition Corp. VII”, appoint Michael Blitzer as chairman of the board of directors and Kevin Shannon as Chief Executive Officer, and reallocate membership interests in the sponsor entity corresponding to 4,022,173 shares of IPGX.

Past performance by our management team, including with respect to Inflection Point Asset Management, IPAX, IPXX, IPCX, IPDX, IPFX, and IPGX, is not a guarantee of success with respect to the Business Combination with GOWell. You should not rely on the historical record of the performance of our management team or businesses associated with them as indicative of our future performance of an investment in the SPAC or GOWell or the returns we will, or are likely to, generate going forward.

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Directors and Executive Officers; Biographies

Our officers and directors are as follows:

Name		Age		Title
Michael Blitzer		48		Chairman, Chief Executive Officer and Director
Zikang Wu		33		Chief Financial Officer and Director
Kevin Shannon		30		Chief Operating Officer
William Denkin		59		Director
Steven Tannenbaum		65		Director
Carolyn Trabuco		56		Director

Michael Blitzer, our Chairman, Chief Executive Officer and a Director, has served since October 2024 as the Chairman and CEO of IPCX, a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Air Water Ventures Holdings Limited on August 25, 2025, and as a director, since December 2025, as Chairman of IPFX, a special purpose acquisition company, and since July 2026, as Chairman of IPGX, a special purpose acquisition company. Mr. Blitzer served as President, CEO and a director of IPDX, a special purpose acquisition company, from July 2025 until the completion of its business combination with Merlin Labs, Inc. in March 2026. Mr. Blitzer served as CEO and director of Inflection Point Acquisition Corp. II (“Inflection Point II”), a special purpose acquisition company, from March 2023 until the completion of its business combination with USA Rare Earth, LLC in March 2025, and previously served as co-CEO and director of Inflection Point Acquisition Corp. (“Inflection Point I”), a special purpose acquisition company, from February 2021 until the completion of its business combination with Intuitive Machines, LLC in February 2023. He currently sits on the board of directors of Merlin, Inc. (Nasdaq: MRLN), on the board of directors and audit committee of Intuitive Machines, Inc. (Nasdaq: LUNR) and is the chair of the board of directors of USA Rare Earth, Inc. (Nasdaq: USAR). Mr. Blitzer is the founder and co-CEO of Kingstown Capital Management (“Kingstown”), which he founded in 2006 and grew to a multi-billion asset manager with some of the world’s largest endowments and foundations as clients. Over 19 years, Kingstown has invested in public and private equities, SPACs, PIPEs, and derivatives. At Kingstown, Mr. Blitzer has overseen and participated in nearly all the firm’s investment decisions including countless public and private investments in disruptive growth industries. Mr. Blitzer brings an in-depth understanding of public markets and has invested in a variety of corporate transactions such as spin-offs, rights offerings, public offerings, privatizations, and mergers & acquisitions. Mr. Blitzer began his Wall Street career at J.P. Morgan Securities in 1999 advising companies globally in private debt and equity capital raises followed by work at the investment fund Gotham Asset Management, which was founded by the author and investor Joel Greenblatt. Mr. Blitzer taught courses in Investing at Columbia Business School for five years in the 2010s. He holds an M.B.A. from Columbia Business School and a B.S. from Cornell University where he received the Cornell Tradition Fellowship. Mr. Blitzer is a trustee of Greens Farms Academy in Westport, CT where he is also Treasurer and Chair of the Investment Committee. We believe Mr. Blitzer is qualified to serve on our board of directors due to his extensive investment, financial, managerial and oversight experience as an investor and board member.

Zikang Wu, our Chief Financial Officer and a Director, previously served as the Chairman and Chief Executive Officer of the SPAC until the completion of the Sponsor Transaction. He is the founder and president of First Cover, Inc., a New York-based risk, compliance, and corporate services provider formed in April 2021. At First Cover, Mr. Wu has advised numerous publicly traded companies, emphasizing his expertise in public company listings, particularly within the SPAC sector. From June 2023 to December 2023, Mr. Wu served as Chief Executive Officer, Chief Financial Officer, and Chairman of Healthcare AI Acquisition Corp., a SPAC that has entered into a business combination agreement with Leading Group Limited, a provider of insurance products in the People’s Republic of China. Additionally, Mr. Wu is the Chief Executive Officer of Tigerless Health, Inc., a US direct-to-consumer Insurtech company that he founded in September 2018. Mr. Wu holds a Bachelor’s degree in accounting and finance from Lehigh University. We believe that Mr. Wu is well qualified to serve on the board of directors due to his experience in the SPAC industry and his relationships and contacts.

Kevin Shannon, our Chief Operating Officer, has served as the COO of Inflection Point III since November 2024 and as the COO of IPDX from July 2025 until the completion of its business combination with Merlin Labs, Inc. in March 2026, as COO of IPFX, a special purpose acquisition company, since December 2025, and as CEO of IPGX, a special purpose acquisition company, since July 2026. He served as Chief of Staff of Inflection Point II from March 2023 to March 2025 and previously served as Chief of Staff of Inflection Point I from March 2021 to February 2023. In his role as Chief of Staff for Inflection Point II and Inflection Point I, Mr. Shannon was an active participant in all target search, negotiation, and due diligence workstreams. Mr. Shannon is a founder and partner of Inflection Point Asset Management, which he co-founded with Michael Blitzer in 2024. Inflection Point Asset Management invests

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in concentrated SPAC sponsor and PIPE positions, primarily focused on backing the Inflection Point franchise of SPACs. Mr. Shannon also currently serves as Capital Markets Advisor for Intuitive Machines, Inc and as Special Advisor to USA Rare Earth, Inc. Prior to Inflection Point Asset Management, Mr. Shannon was a Principal at The Venture Collective from April of 2023 to March of 2024 helping to source and diligence later stage investments for the venture capital firm. Before that, Mr. Shannon was a Senior Analyst at Kingstown from March of 2021 to March of 2023. Mr. Shannon began his career in Equity Capital Markets at Bank of America, spending time working across the Technology, Industrials, Equity-Linked, and SPAC teams within ECM. Mr. Shannon holds a B.A. from Colgate University.

William Denkin, our Director, currently serves on the board of directors of IPCX and IPFX. Since April 2019, Mr. Denkin has been retired and managing his personal investments. Mr. Denkin served as Managing Director at Cowen and Company from April 2016 to April 2019. Prior to that, he served as Managing Director at CRT Capital Group (f/k/a Credit Research Trading) from June 1994 to April 2016. Mr. Denkin began his career as a trader at Shearson Lehman in 1989, where worked until 1991. He holds an M.B.A. from Columbia Business School and a B.S. in Economics from Colgate University. We believe Mr. Denkin is qualified to serve on our board of directors due to his extensive investment, trading and financial services experience.

Steven Tannenbaum, our Director, currently serves on the board of directors of IPFX and serves as the President of Greenwood Investments, Inc., the general partner of several investment partnerships focusing on investments in public and private equities and development of commercial real estate since 1995. Mr. Tannenbaum began his career as an energy futures contract trader and member of the New York Mercantile Exchange in 1984. Subsequently from 1987 to 1993 he managed physical oil and oil futures trading activities for Astroline Corporation and Tricon, USA. Mr. Tannenbaum received a Bachelor of Science degree in Business Administration from the School of Management at Boston University in 1981. We believe Mr. Tannenbaum is qualified to serve on our board of directors due to his extensive investment and managerial experience.

Carolyn Trabuco has served as our Director since January 2026, and currently serves on the board of directors of IPFX. Additionally, she has been serving as Founder and CEO of Thistledown Advisory Group, LLC, a USA-based strategic advisory and consulting firm. She also serves as a member of the board of directors of Merlin, Inc. (Nasdaq: MRLN), on which she has served since it went pubic in March 2026, as a member of the board of directors of USA Rare Earth, Inc. (Nasdaq:USAR), on which she has served since it went public in March 2025, and a member of the board of directors of Athena Technology Acquisition Corp. II (Nasdaq:ATEK) since November 2024. Prior to this, Ms. Trabuco previously served as an independent board member of Shimmick Corporation (Nasdaq:SHIM) from November 2023 to June 2025, as an independent director at Azul Brazilian Airlines (NYSE:AZUL), a commercial passenger airline she co-founded, from 2007 until April 2025, where she served as Compensation Committee Chair and member of the ESG Committee, as the lead independent director and audit committee member of Critical Metals Corp. (Nasdaq:CRML) from November 2022 to December 2024, and as a director at Sizzle Acquisition Corp. (Nasdaq:SZZL) from 2022-23. From 2009-2014, Ms. Trabuco was a portfolio manager and senior advisor at Astenbeck Capital Markets/Phibro Energy Trading LLC, with responsibility for investing in global resources and energy equities. Prior to that, Ms. Trabuco was a portfolio manager and senior equity research analyst at Pequot Capital Management where she established the firm’s investment presence in global metals, mining and steel and in Brazil. Ms. Trabuco began her investment career in Equity Research at Fidelity Investments and later at the Wall Street firms Lehman Brothers, Montgomery Securities and First Union Capital Markets. She is also an adjunct professor of finance at Sacred Heart University. Ms. Trabuco graduated from Georgetown University with a B.A. in Art History and an M.P.A. from Sacred Heart University in Public Administration. She holds certificates in Corporate Sustainability from Yale School of Management and in Compensation Committees from Harvard Business School.

Executive and Director Compensation

None of our executive officers or directors have received any cash compensation for services rendered to us as of the date of this proxy statement/prospectus. Our audit committee will review on a quarterly basis all payments that were made to the Sponsors, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

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We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to the Sponsors, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid only from funds held outside the Trust Account.

After the completion of the Business Combination with GOWell, directors or members of our management team who remain with us may be paid consulting or management fees from PubCo. All of these fees will be fully disclosed to shareholders, to the extent then known, in this proxy statement/prospectus. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known prior to the Closing, because the directors of PubCo will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain persons affiliated with the SPAC to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo, and GOWell will grant Company Restricted Shares in consideration for those services. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up. Except the above, we do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of the Business Combination with GOWell, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with PubCo after the Closing. The existence or terms of any such employment or consulting arrangements to retain their positions with us may have influenced our management’s motivation in selecting GOWell but we do not believe that the ability of our management to remain with PubCo after the consummation of the Business Combination was a determining factor in our decision to proceed with the Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Set forth below is a summary of the amount of compensation and securities received or to be received by each of the Sponsors and the SPAC’s officers and directors in connection with the Business Combination.

		Securities to be Received		Other Compensation
New Sponsor		(i) 990,000 PubCo Ordinary Shares upon the exchange of 990,000 Founder Shares, which were initially purchased in the Sponsor Transaction for $1.31 per share, (ii) approximately 2,464,986 PubCo Preferred Shares (assuming $25,882,353 of Accrued Value which represents the Stated Value plus an assumed 12 months of PIK dividends, and using a Redemption Price of $10.50, representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026) convertible into 2,156,863 PubCo Ordinary Shares (at an initial conversion price of $12.00 per share), (iii) 980,392 PubCo Warrants (which is calculated as the Stated Value, divided by the $12.00 conversion price, multiplied by 0.5) exercisable for 980,392 PubCo Ordinary Shares at an initial exercise price of $12.00, and (iv) its allocable portion of the Earnout Shares (not to exceed 6.25% of the aggregate Earnout Shares), in three tranches respectively, if PubCo and its subsidiaries achieve certain EBITDA targets following the Closing.		Repayment of the $800,000 principal amount outstanding under the Sponsor Loan. Continued indemnification and the continuation of directors’ and officers’ liability insurance after the Business Combination.

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		Securities to be Received		Other Compensation
Prior Sponsor		(i) 2,028,750 PubCo Ordinary Shares upon the exchange of 2,028,750 Retained Shares, which were initially purchased prior to the IPO for $0.008 per share, and (ii) 150,000 PubCo Ordinary Shares upon the exchange of 125,000 Private Placement Units purchased for $10.00 per Unit in a private placement.		Continued indemnification and the continuation of directors’ and officers’ liability insurance after the Business Combination.
SPAC Officers and Directors		In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain of SPAC’s officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo, and pursuant to the Business Combination Agreement, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to such persons as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up.		Reimbursement for any out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination; no such amounts are outstanding as of the date of this proxy statement/prospectus. Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination.

The securities to be issued to the Sponsors and SPAC’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders. None of the funds in the Trust Account will be used to compensate our officers or directors. Except as set forth above, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsors, SPAC’s officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, as detailed above, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, as discussed above. The reimbursement of expenses and advances to the Sponsors and SPAC’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders.

Committees of the Board of Directors

Our board of directors has established two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by our board and has the composition and responsibilities described below.

Audit Committee

Our board of directors has established an audit committee of the board of directors. William Denkin, Steven Tannenbaum and Carolyn Trabuco, each an independent director, serve as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, beginning one year after the effective date of our IPO registration statement, we are required to have three members of the audit committee, all of whom must be independent.

Each member of the audit committee is financially literate and our board of directors has determined that William Denkin qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

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We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

• assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

• pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;

• setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

• meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

• reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Our board of directors has established a compensation committee of our board of directors, all of whom are independent. The members of our compensation committee are William Denkin, Steven Tannenbaum and Carolyn Trabuco. We adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

• reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;

• reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;

• reviewing our executive compensation policies and plans;

• implementing and administering our incentive compensation equity-based remuneration plans;

• assisting management in complying with our proxy statement and annual report disclosure requirements;

• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

• producing a report on executive compensation to be included in our annual proxy statement; and

• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

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The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Clawback Policy

We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are William Denkin, Steven Tannenbaum and Carolyn Trabuco. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in the SPAC Articles.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. You are able to review this document by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. See the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information.” If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this proxy statement/prospectus or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

• duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

• duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

• duty to not improperly fetter the exercise of future discretion;

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• duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;

• duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

• duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the SPAC Articles or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. The SPAC Articles provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors materially affected our ability to enter into the Business Combination Agreement. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:

Individual		Entity		Entity’s Business		Affiliation
Michael Blitzer		Kingstown Capital Management, L.P.		Asset management		Founder and Co-Chief Investment Officer
		Kingstown Capital Partners, LLC		Asset management		Managing Member
		Kingstown Management GP LLC		Asset management		Managing Member
		Kingstown Partners Master Ltd, Kingstown Partners II, L.P., Kingstown 1740 Fund, LP and Kingfishers L.P.		Investment Funds		Funds managed by Kingstown Capital Management, LP and Kingstown Management GP LLC
		Inflection Point Asset Management LLC		Asset management		Director and Chief Investment Officer
		Inflection Point GP I LLC		Asset management		Manager and Member
		Inflection Point Fund I LP		Investment Fund		Fund managed by Inflection Point Asset Management LLC and Inflection Point GP I LLC
		Inflection Point Acquisition Corp. III		Special purpose acquisition company		Chairman and Chief Executive Officer

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Individual		Entity		Entity’s Business		Affiliation
		Inflection Point Acquisition Corp. VI		Special purpose acquisition company		Chairman
		Inflection Point Acquisition Corp. VII		Special purpose acquisition company		Chairman
		Intuitive Machines, Inc.		Space exploration, infrastructure and services		Director
		USA Rare Earth, Inc.		Manufacturing		Chairman
		Merlin, Inc.		Aerospace Defense and Technology		Director
Zikang Wu		First Cover, Inc.		Professional Services		Chief Executive Officer
		Tigerless Health, Inc.		Insurance		Director
Kevin Shannon		USA Rare Earth, Inc.		Manufacturing		Special Advisor
		Inflection Point Asset Management LLC		Asset management		Director and Portfolio Manager
		Inflection Point Fund I LP		Investment Fund		Fund managed by Inflection Point Asset Management LLC and Inflection Point GP I LLC
		Inflection Point Acquisition Corp. III		Special purpose acquisition company		Chief Operating Officer
		Inflection Point Acquisition Corp. VI		Special purpose acquisition company		Chief Operating Officer
		Inflection Point Acquisition Corp. VII		Special purpose acquisition company		Chief Executive Officer
William Denkin		Inflection Point Acquisition Corp. III		Special purpose acquisition company		Director
		Inflection Point Acquisition Corp. VI		Special purpose acquisition company		Director
Steven Tannenbaum		Greenwood Investments		Investment Funds		President
		Inflection Point Acquisition Corp. VI		Special purpose acquisition company		Director
Carolyn Trabuco		Thistledown Advisory Group, LLC		Advisory and Consultancy		Founder and Chief Executive Officer
		USA Rare Earth, Inc.		Manufacturing		Director
		Merlin, Inc.		Aerospace Defense and Technology		Director
		Athena Acquisition Corp. II		Special purpose acquisition company		Director
		Inflection Point Acquisition Corp. VI		Special purpose acquisition company		Director

The precise duties owed by a director or officer to an entity can vary depending on the law of jurisdiction of the entity’s formation, and in some cases, may be varied by contractual arrangement with the entity and/or its equity holders. However, in general, the typical common law duties owed by a director or officer to an entity are to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that

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director or officer (as applicable) in relation to GOWell and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director or officer (as applicable) without those skills.

In addition, the Sponsors and our executive officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete the Business Combination with GOWell.

Potential investors should also be aware of the following other potential conflicts of interest:

• The Prior Sponsor holds 2,028,750 Founder Shares, initially purchased for $0.008 per share. Such 2,028,750 PubCo Ordinary Shares that the Prior Sponsor and its permitted transferees will receive upon conversion of such Retained Shares in the Business Combination, if unrestricted and freely tradable, would have an aggregate value of approximately $21.44 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

• The New Sponsor purchased 990,000 Founder Shares and the assignment of the Sponsor Loan for an aggregate of $1,800,000, in a private placement consummated on September 9, 2025. Such 990,000 PubCo Ordinary Shares that the New Sponsor and its permitted transferees will receive upon conversion of such Founder Shares in the Business Combination, if unrestricted and freely tradable, would have an aggregate value of approximately $10.46 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

• Given the differential in the purchase price that the each of the Sponsors paid for the Founder Shares as compared to the price of the SPAC Class A Shares included in the SPAC Units sold in the IPO, the Sponsors may earn a positive rate of return on its investment even if the PubCo Ordinary Shares trade below $10.00 per share and the Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsors diverge from the economic interests of Public Shareholders because the Sponsors will realize a gain on their investment at times when the Public Shareholders realize a loss.

• The Prior Sponsor purchased 125,000 Private Placement Units for $1,250,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO. Each Private Placement Unit consists of one SPAC Class A Share and one SPAC Right exchangeable for one-fifth of one SPAC Class A Share. Following the Business Combination, the 150,000 PubCo Ordinary Shares that the Prior Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $1.59 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

• Each of the Sponsors will lose its entire investment in us, valued at approximately $1,275,000 for the Prior Sponsor and $1,800,000 for the New Sponsor, if we do not complete a business combination within the completion window. If we do not consummate a business combination by such date, as promptly as reasonable but not more than ten business days thereafter, we will redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for the claims of creditors and the requirements of other applicable law. In such event, the 2,153,750 and 990,000 SPAC Ordinary Shares held by the Prior Sponsor and New Sponsor, respectively, may be worth very little, because following the redemption of Public Shares, we would likely have few, if any, net assets and because the Sponsors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 125,000 SPAC Rights underlying the Private Placement Units held by the Prior Sponsor will expire and become worthless.

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• In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain of SPAC’s officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo, and pursuant to the Business Combination Agreement, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to such persons as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up. Following the Business Combination, the 4,481,250 PubCo Restricted Shares received upon the conversion of such Company Restricted Shares, if unrestricted and freely tradable, would have had an aggregate market value of approximately $47.37 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Restricted Shares will be subject to vesting, we believe such shares will have less value.

• Pursuant to the Signing PIPE Subscription Agreement, the New Sponsor purchased (i) 2,352,941 Company Preferred Shares and (ii) Company Warrants exercisable for 980,392 Company Ordinary Shares, for an aggregate investment amount of $20,000,000. At Closing, each of the Company Preferred Shares and the Company Warrants will be converted into the right to receive 2,464,986 PubCo Preferred Shares (assuming $25,882,353 of Accrued Value which represents the Stated Value plus an assumed 12 months of PIK dividends, and using a Redemption Price of $10.50, representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026) convertible into 2,156,863 PubCo Ordinary Shares (at an initial conversion price of $12.00 per share) and 980,392 PubCo Warrants (which is calculated as the Stated Value, divided by the $12.00 conversion price, multiplied by 0.5) exercisable for 980,392 PubCo Ordinary Shares at an initial exercise price of $12.00. Calculated on an as-converted basis, the 3,137,255 PubCo Ordinary Shares, would have an aggregate market value of approximately $32.56 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, and such shares will not be subject to a lock-up. However, given such securities are not in-the-money as of the date of this proxy statement/prospectus, we believe such securities will have less value.

• New Sponsor will receive its allocable portion of the Earnout Shares (not to exceed 6.25% of the aggregate Earnout Shares), in three tranches respectively, if PubCo and its subsidiaries achieve certain EBITDA targets following the Closing.

• The Sponsors and the SPAC’s officers and directors have agreed not to redeem any of the SPAC Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

• If the Trust Account is liquidated, the New Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into a letter of intent, confidentiality or similar agreement or business combination agreement or claims of any third party for services rendered or products sold to us (other than our independent registered public accounting firm and the Representatives), but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

• The SPAC’s existing and former officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six (6) years after the Business Combination. Additionally, pursuant to the A&R Letter Agreement and the Indemnification Agreement, the indemnification of the Prior Sponsor and New Sponsor, respectively, will survive the Closing.

• In connection with the Closing, the New Sponsor and the SPAC’s current officers and directors would be entitled to the repayment of any outstanding working capital loans and advances that have been made to the SPAC. In order to finance transaction costs in connection with a business combination, the New Sponsor or certain of the SPAC’s officers or directors may, but are not obligated to, loan the SPAC Working Capital

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Loans. In the event that a business combination does not close, the SPAC may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of the date of this proxy statement/prospectus, no such Working Capital Loans are outstanding.

• Additionally, the New Sponsor would be entitled to the repayment of any loans that have been made to the SPAC pursuant to Sponsor Loan. In the event that a business combination does not close, the SPAC may use a portion of the working capital held outside the Trust Account to repay the Sponsor Loan, but no proceeds from the Trust Account would be used to repay the Sponsor Loan. As of the date of this proxy statement/prospectus, $800,000 is outstanding under the Sponsor Loan.

• Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the New Sponsor, and the SPAC’s current officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans. As of the date of this proxy statement/prospectus, no reimbursable out-of-pocket expenses, advances, and other loans were outstanding.

• Pursuant to the Registration Rights Agreement, the SPAC’s officers and directors, and the Sponsors and its members will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the PubCo Ordinary Shares held by such parties following the consummation of the Business Combination. It is estimated that each of the Prior Sponsor and New Sponsor will hold 2,178,750 and 13,706,544 (excluding the PubCo Ordinary Shares underlying the PubCo Warrant) PubCo Ordinary Shares, respectively, eligible for registration PubCo Ordinary Shares, respectively, eligible for registration.

• The continued indemnification of former and current directors and officers of SPAC and the New Sponsor and the continuation of directors’ and officers’ liability insurance after the Business Combination.

• The fact that Kevin Shannon is expected to be a director of PubCo following the Business Combination. As such, in the future, he may receive fees for his service as a director, which may consist of cash or stock-based awards, and any other remuneration that the PubCo Board determines to pay its non-employee directors.

• The fact that the New Sponsor and SPAC’s current directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination, with a less favorable company or on terms less favorable to shareholders, rather than to liquidate, which would cause the New Sponsor to lose its entire investment. As a result, the New Sponsor may have a conflict of interest in determining whether GOWell is an appropriate business with which to complete a business combination and/or in evaluating the terms of the Business Combination.

Limitation on Liability and Indemnification of Officers and Directors

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. The SPAC Articles 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 entered into indemnification agreements with our officers and directors and have also purchased 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 current and former 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 if we liquidate without completing a business combination, then officers/directors

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would be paid a pro rata portion of the Trust Account for any Public Shares they hold. 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.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions of the SPAC Articles, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

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.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against the SPAC or any members of its management team in their capacity as such, and the SPAC and the members of its management team have not been subject to any such proceeding in the 12 months preceding the date of this proxy statement/prospectus.

Periodic Reporting and Audited Financial Statements

The SPAC has registered its securities under the Exchange Act and has reporting obligations, including the requirement to file annual and quarterly reports with the SEC. In accordance with the requirements of the Exchange Act, the SPAC’s annual reports contain consolidated financial statements audited and reported on by the SPAC’s independent registered public accounting firm.

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THE SPAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion and analysis of the financial condition and results of operations of Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.) (for purposes of this section, “SPAC”, “we”, “us” and “our”) should be read in conjunction with the financial statements and related notes of SPAC included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this proxy statement/prospectus.

Overview

Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.) is a blank check company incorporated on May 31, 2024 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. On November 19, 2025, the company changed the name from Maywood Acquisition Corp. to Inflection Point Acquisition Corp. V.

As of March 31, 2026, the SPAC had not yet commenced operations. All activity since inception through March 31, 2026, relates to the SPAC’s formation, its IPO, and the identification and evaluation of prospective target businesses for an initial business combination. The SPAC will not generate any operating revenues until the completion of an initial business combination. The SPAC generates non-operating income in the form of interest earned on the funds held in the Trust Account. The SPAC has selected December 31 as its fiscal year end.

The SPAC Articles and the prospectus for its IPO provide that the SPAC initially had 15 months from the closing its IPO (or up to 18 months if a definitive agreement for a business combination is signed within 15 months but not yet consummated) to complete an initial business combination. Because the SPAC entered into a definitive agreement for its initial business combination with GOWell in October 2025, the completion window was automatically extended to 18 months from the closing of the IPO, or August 14, 2026. On July 20, 2026, SPAC filed a definitive proxy statement seeking shareholder approval of an amendment to the SPAC Articles to extend the combination window from August 14, 2026 to August 31, 2026, and permit the SPAC Board to further extend such date up to four times in one month increments, to up to December 31, 2026. The holders of Public Shares will have the right to redeem their Public Shares in connection with such extension.

Initial Public Offering and Private Placement

The SPAC’s registration statement for the IPO was declared effective on February 13, 2025. On February 14, 2025, the SPAC consummated the IPO of 8,625,000 units, including 1,125,000 units issued pursuant to the full exercise of the Representatives’ over-allotment option, at a price of $10.00 per unit, generating gross proceeds of $86,250,000.

Simultaneously with the closing of the IPO, the SPAC completed a private placement of 265,625 Private Placement Units at a price of $10.00 per unit, generating gross proceeds of $2,656,250. Additionally, the Prior Sponsor provided the Sponsor Loan, which is a non-interest bearing loan of $500,000 pursuant to the Promissory Note, which is expected to be repaid upon the consummation of an initial business combination.

A total of $86,250,000, comprised of proceeds from the IPO, a portion of the private placement, and a portion of the Sponsor Loan, was deposited into a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust SPAC, acting as trustee. These funds will be used to fund redemptions of Public Shares upon the completion of its initial business combination or the liquidation of the SPAC if a business combination is not completed within the required timeframe. The remaining proceeds are held outside the Trust Account and are available to fund working capital needs.

Sponsor Transfer Transaction

On September 9, 2025, the Prior Sponsor entered into the Securities Transfer Agreement with the New Sponsor, pursuant to which the Prior Sponsor sold 990,000 Class B Shares and assigned the Sponsor Loan to the New Sponsor for an aggregate purchase price of $1,300,000 and assigned the Sponsor Loan to the New Sponsor for $500,000, for an

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aggregate purchase price of $1,800,000. Pursuant to the terms of the Securities Transfer Agreement, the Prior Sponsor converted its remaining 2,028,750 Class B Shares into Class A Shares and agreed to vote and restrict transfer of its retained securities in support of SPAC’s initial business combination and related matters.

Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, SPAC entered into an Indemnification Agreement with the New Sponsor. Pursuant to the Indemnification Agreement, SPAC agreed to indemnify and hold harmless the New Sponsor and its affiliates, officers, directors, and related parties against certain claims and losses arising from SPAC’s operations, business combination activities, or the New Sponsor’s ownership of SPAC’s equity interests, except for claims resulting primarily from the New Sponsor’s breach of another agreement with SPAC or from its willful misconduct, gross negligence, or bad faith.

Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, SPAC entered into a termination agreement, pursuant to which SPAC terminated the Administrative Services Agreement with the Prior Sponsor, dated February 12, 2025, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder as of the September 9, 2025.

On September 9, 2025, in connection with the Sponsor Transfer Transaction, the Prior Sponsor delivered to the new Sponsor resignation letters from all of SPAC’s officers and directors other than Zikang Wu, the former Chairman, Chief Executive Officer, and Chief Financial Officer. Pursuant to such resignations and the vote of the holder of the Class B Shares, effective September 11, 2025, SPAC’s board of directors consists of Zikang Wu, Michael Blitzer, William Denkin and Steven Tannenbaum and Michael Blitzer was appointed as Chairman of the Board and Chief Executive Officer, and Kevin Shannon was appointed as Chief Operating Officer. Additionally, SPAC, the Prior Sponsor, the New Sponsor, and the current and former officers and directors entered into an amended and restated letter agreement to reflect the change in management of the SPAC.

Business Combination Agreement

On October 13, 2025, the SPAC, GOWell Technology Limited, GOWell Energy Technology, and IPCV Merger Sub Limited entered into a Business Combination Agreement pursuant to which the SPAC will merge with and into PubCo, with PubCo continuing as the surviving entity, and, thereafter, Merger Sub will merge with and into GOWell, with GOWell continuing as a wholly owned subsidiary of PubCo, described more fully elsewhere in this proxy statement/prospectus.

On January 20, 2026, the SPAC Board increased the size of the Board from four to five directors and appoint-ed Carolyn Trabuco to serve as a Class II director, with a term expiring at the SPAC’s second annual meeting of shareholders. Ms. Trabuco was also appointed as a member of the audit committee of the Board.

Going Concern Consideration

As of March 31, 2026, the SPAC had $10,863 in its operating bank account and a working capital deficit of $2,424,808. Further, the SPAC has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a business combination.

In connection with the SPAC’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the SPAC has until August 14, 2026, to consummate a business combination. It is uncertain whether the SPAC will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the SPAC. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about the SPAC’s ability to continue as a going concern. Management intends to consummate the Business Combination with GOWell prior to August 14, 2026. No adjustments have been made to the carrying amounts of assets or liabilities should the SPAC be required to liquidate after August 14, 2026.

Results of Operations

For the three months ended March 31, 2026, we had a net income of $240,456, which consists of interest earned on marketable securities held in the Trust Account of $785,555, interest income of $695, offset by operating costs of $545,794.

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For the three months ended March 31, 2025, the SPAC reported net income of $379,937. This was comprised primarily of $417,209 in interest earned on investments held in the Trust Account and $3,151 of the interest income received on the Cash held outside the trust account, offset by $40,423 in formation and operating costs.

For the year ended December 31, 2025, the SPAC had a net income of $396,872, which consists interest earned on marketable securities held in the Trust Account of $3,089,290, interest income of $12,369, and forgiveness of debt of $12,502, offset by operating costs of $2,717,289.

For the period from May 31, 2024 (inception) to December 31, 2024, the SPAC incurred a net loss of $7,712, primarily consisting of formation and audit-related expenses.

Contractual Obligations

Administrative Services Agreement

On February 14, 2025, the SPAC entered into an agreement to pay the Prior Sponsor a monthly fee of $1,667 for office space and administrative support services. On September 9, 2025, in connection with the Sponsor Transfer Transaction, the SPAC entered into a termination agreement, pursuant to which the SPAC terminated the Administrative Services Agreement, dated February 12, 2025, with the Prior Sponsor, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder as of the September 9, 2025. Based on the termination of Administrative Services Agreement, no further administrative fees will accrue, and for the year ended December 31, 2025, $12,502 was recorded as forgiveness of debt in the accompanying consolidated statement of operations.

Sponsor Loan

In connection with the IPO, the Prior Sponsor loaned $500,000 to the SPAC under a non-interest bearing, non-convertible promissory note. The Sponsor Loan is expected to be repaid upon the consummation of the SPAC’s initial business combination. The Sponsor Loan is not convertible into any securities of the SPAC. In the event the SPAC does not complete a business combination, the Sponsor Loan will only be repaid using funds held outside of the Trust Account.

On September 9, 2025, pursuant to the Transfer Agreement, the Prior Sponsor sold and assigned the Sponsor Loan to the New Sponsor. The New Sponsor has waived any claim to repayment from the Trust Account with respect to the Sponsor Loan in the event that an initial business combination is not completed.

On January 7, 2026, the SPAC and the New Sponsor entered into an agreement to the Promissory Note, which increased the aggregate principal amount of the Promissory Note to $700,000 to reflect a $200,000 advance made by the New Sponsor to the SPAC for working capital. The Promissory Note is non-interest bearing and repayable in repayable in cash, with respect to the initial $500,000 loan, only upon the closing of the SPAC’s initial business combination and, with respect to the additional $200,000 loan, upon the earlier of the closing of the SPAC’s initial business combination and its liquidation. The Promissory Note may not be prepaid by the SPAC.

On April 2, 2026, the SPAC and the New Sponsor entered into a second amendment to the Promissory Note, which increased the aggregate principal amount of the Promissory Note to $800,000 to reflect a $100,000 advance made by the New Sponsor to the SPAC for working capital.

Deferred Underwriting Fee

The Representatives are entitled to a Deferred Fee of $3,450,000, which will only become payable upon the successful completion of a business combination.

Critical Accounting Estimates

The preparation of the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our condensed consolidated financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our condensed consolidated financial statements and notes thereto included elsewhere in this Report could be materially affected. We believe that the following accounting policies

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involve a higher degree of judgment and complexity. Using a valuation, the SPAC estimated the fair value of the Public Warrants as of the IPO. Other than estimating the value of the Public Warrants, we did not have any other critical accounting estimates as of March 31, 2026.

Warrant Instruments

We accounted for the Public Warrants issued in connection with the IPO in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”, whereby under that provision, the warrants that do not meet the criteria for equity treatment must be recorded as liability. Accordingly, we evaluated and classified the warrant instruments under equity treatment at their assigned value. Such guidance provides that the warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.

Class A Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Public Shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed consolidated balance sheets.

Net Income (Loss) Per Ordinary Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. We have two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value.

Recent Accounting Standards

In November 2024, the FASB issued ASU Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the consolidated financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The SPAC is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that there are any other recently issued, but not yet effective, accounting standards, which if currently adopted, would have a material effect on the SPAC’s consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

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MANAGEMENT OF PUBCO AFTER THE BUSINESS COMBINATION

References in this section to “PubCo,” the “Company,” “GOWell,” “we”, “us” or “our” refer to GOWell Energy Technology, a Cayman Islands exempted company and its subsidiaries (including GOWell Technology Limited) immediately following the consummation of the Business Combination.

Executive Officers and Directors

The following persons are expected to serve as PubCo’s executive officers and directors following the Business Combination. The biographical information concerning the executive officers and directors has been set forth as below as of the date of this proxy statement/prospectus.

Name		Age		Position
Executive Officers
Guillaume Borrel		55		Chief Executive Officer and Director Nominee
Adrian Mendoza		51		Chief Operating Officer
Mike Reed		61		Chief Financial Officer
Kevin Colby		61		General Counsel
Sébastien Roche		46		Chief Technology Officer
Directors
Xi Zhang		63		Chairman and Director Nominee
Wenhua Liu		60		Director Nominee
Guillaume Borrel		55		Director Nominee
Kevin Shannon		30		Director Nominee
Anna Jones		47		Director Nominee
Wendy Hayes		55		Director Nominee
Imran Kizilbash		59		Director Nominee

Executive Officers

Guillaume Borrel has served as our Chief Executive Officer since 2025 and will serve as the Chief Executive Officer and a director of PubCo following the closing of the Business Combination. Mr. Borrel has over 30 years in the energy industry, primarily in the oil and gas sector. Prior to his current role, Mr. Borrel was the chief executive officer of Lithium de France, a new energy company leveraging technology innovation in the energy transition space from September 2021 to March 2025. Previously, he served in various senior leadership positions in the oil & gas industry with Schlumberger (SLB), including vice president of marketing & technology between April 2018 and September, 2020, and vice president of production services between July 2014 and April 2018. Mr. Borrel began his career in 1994 as a wireline field engineer with SLB and later held international roles across operations, sales, manufacturing, and technology development. Mr. Borrel holds an engineering degree from École Polytechnique in Paris, France.

Adrian Mendoza has served as our Chief Operating Officer since 2026 and will serve as the Chief Operating Officer of PubCo following the closing of the Business Combination. Mr. Mendoza possesses over 25 years of experience in the oil and gas industry. From December 2020 to January 2026, Mr. Mendoza served as the regional general manager of operations at International SOS, a health and security service firm. Prior to this, between July 1998 and September 2020, Mr. Mendoza held several roles in SLB including vice president of South and East Asia in the Cameron Group, a division of SLB, vice president of North America land wireline, global recruiting manager, business operations manager and others. He holds an engineering degree from University of Waterloo in Ontario, Canada.

Mike Reed has served as our Chief Financial Officer since 2023 and will serve as the Chief Financial Officer of PubCo following the closing of the Business Combination. Mr. Reed is a seasoned financial leader with over 30 years of experience in the oil and gas industry. Prior to joining the Company, Mr. Reed held leadership roles at HDI Instruments, LLC from June 2018 to May 2023, and at NOV Inc. (formerly National Oilwell Varco) from July 2000 to April 2015. Throughout his career, Mr. Reed has served in both chief executive officer and chief financial officer capacities, where he primarily focused on capital raises, investor relations, and M&A transactions. Mr. Reed began his career as an auditor at Pricewaterhouse LLP. Mr. Reed received a Master of Business Administration with a concentration in finance from Rice University in 1998 and a Bachelor’s degree in Accounting from the University of Akron in 1989.

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Kevin Colby has served as our General Counsel since 2013 and will serve as the General Counsel of PubCo following the closing of the Business Combination. Mr. Colby has extensive experience in domestic and international corporate and commercial transactions, compliance and risk management, M&A, securities, and corporate governance. Prior to joining the Company, between 2009 and 2011, Mr. Colby worked in-house and on special projects with Worley Parsons (now Worley Limited), Parker Drilling Company, and HCC Insurance Holdings, Inc. (now a member of the Tokio Marine Group) and later was Counsel at the boutique law firm Camara & Sibley, LLP in Houston, Texas, from August 2011 to August 2013. Mr. Colby began his career in New York, working on numerous corporate, securities, and M&A transactions at various global law firms, including Paul, Weiss, Rifkind, Wharton & Garrison LLP, Dewey Ballantine LLP, and Fullbright & Jaworski (now Norton Rose Fulbright). Mr. Colby received a Juris Doctorate from Fordham University School of Law in 2003, a Master of Theatre Arts from Hunter College in 1997, and a Bachelor’s degree in Communications with a concentration in film studies from Hofstra University in 1987.

Sébastien Roche has served as our Chief Technology Officer since 2026 and will serve as the Chief Technology Officer of PubCo following the closing of the Business Combination. Mr. Roche possesses over 10 years of experience in digital strategy. From October 2021 to February 2026, Mr. Roche was the founder and president of JLL SPEAR SAS, a firm focused on preventive maintenance and extending the life of industrial infrastructures, as well as the development of IoT and AI technologies. Mr. Roche remains on the board of JLL SPEAR SAS. Prior to this, Mr. Roche was a product and strategy manager, focusing on digital strategy, at SLB, between October 2018 and September 2021. He holds an Master’s degree in engineering from Ecole nationale supérieure d’Arts et Métiers de Bordeaux, France.

Members of the Board of Directors

Xi Zhang is our co-founder and the Chairman of the Board of Directors. He will serve as the Chairman of the board of directors of PubCo following the closing of the Business Combination. Mr. Zhang has been instrumental in shaping the Company’s global strategy and resource optimization. In addition to his role with the Company, Mr. Zhang has served as the executive director of HAN Petroleum Engineering Company since 2007. Prior to founding the Company, Mr. Zhang founded Tong Oil Tools, an oil and gas company specializing in perforating technology development and services. As the founder, president, and chairman of Tong Oil Tools in 1992, he led the innovation and commercialization of the perforation technology and sold the business in 2004 which became public in 2011 on the Chinese stock exchange. Mr. Zhang studied organic chemistry at Xi’an Radio and TV University. We believe Mr. Zhang is qualified to serve on PubCo’s board of directors due to history of experience in the oil and gas industry, as well as his leadership and management experience.

Wenhua Liu is our co-founder and serves as our President, a position she will hold until the closing of the Business Combination. Following the closing, Ms. Liu will serve as a director of PubCo. In addition to her roles with the Company, Ms. Liu has served as a director of HAN Petroleum Engineering Company since 2007. Prior to founding the Company, Ms. Liu served as the business development director at Tong Oil Tools from September 2001 to May 2004. Earlier in her career, she worked at the research institute of the upstream division of the China National Petroleum Corporation (“CNPC”) between September 1989 and September 1996. At CNPC, Ms. Liu gained extensive knowledge of the oil and gas industry through information research, data gathering, and translation work. Ms. Liu obtained a Bachelor’s degree in English Literature from Xi’an Petroleum University in 1989. We believe Mrs. Liu is qualified to serve on PubCo’s board of directors due to her history of experience in the oil and gas industry, as well as her leadership and management experience.

Guillaume Borrel has served as our Chief Executive Officer since 2025 and will serve as the Chief Executive Officer and a director of PubCo following the closing of the Business Combination. Mr. Borrel has over 30 years in the energy industry, primarily in the oil and gas sector. Prior to his current role, Mr. Borrel was the chief executive officer of Lithium de France, a new energy company leveraging technology innovation in the energy transition space from September 2021 to March 2025. Previously, he served in various senior leadership positions in the oil & gas industry with Schlumberger (SLB), including vice president of marketing & technology between April 2018 and September, 2020, and vice president of production services between July 2014 and April 2018. Mr. Borrel began his career in 1994 as a wireline field engineer with SLB and later held international roles across operations, sales, manufacturing, and technology development. Mr. Borrel holds an engineering degree from École Polytechnique in Paris, France. We believe Mr. Borrel is qualified to serve on PubCo’s board of directors due to history of experience in the oil and gas industry, as well as his leadership and management experience.

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Kevin Shannon is expected to serve as a director of PubCo following the Business Combination. Mr. Shannon’s biography appears in the section entitled “Information About the SPAC — Directors and Executive Officers; Biographies.”

Anna Jones is expected to serve as a director of PubCo following the Business Combination. Ms. Jones has a range of experience counseling boards and executives on corporate governance, compliance, securities, finance, and transactional matters across several industries. Since April 2023, Ms. Jones has been a senior vice president, chief legal officer, and corporate secretary of Intuitive Machines, Inc. Before joining Intuitive Machines, Ms. Jones was Vice President of Securities and Corporate Counsel at Paysafe Limited from April 2021 through March 2023, where she advised on securities disclosure and compliance matters, corporate governance, finance and treasury transactions, and other transactions. Previously, Ms. Jones served as Assistant General Counsel and Corporate Secretary at Marathon Oil Corporation. Ms. Jones has also held legal positions at ConocoPhillips, Spectra Energy Corp, and Hyatt Hotels Corporation. Ms. Jones began her legal career as a corporate associate at Latham & Watkins LLP where she worked from 2006 through 2012. Ms. Jones a holds a juris doctor degree from Northwestern University School of Law and a bachelor’s degree in business administration. We believe Ms. Jones is qualified to serve on PubCo’s board of directors due to her experience in advising high growth companies, as well as her leadership and management experience.

Wendy Hayes is expected to serve as a director of PubCo following the Business Combination. Ms. Hayes serves on the boards of directors of other public companies, including iHuman Inc. (NYSE: IH) since October 2020, and Burning Rock Biotech Limited (Nasdaq: BNR) since June 2020. Previously, Ms. Hayes served as the Inspections Leader at the Public Company Accounting Oversight Board in the United States. Prior to that, Ms. Hayes was an audit partner at Deloitte (China). Ms. Hayes received her bachelor’s degree in international finance from University of International Business and Economics in 1991, and her executive Master of Business Administration from Cheung Kong Graduate School of Business in 2012. Ms. Hayes was a Fellow of Advanced Leadership Initiatives at Harvard University from 2021 to 2022. We believe Ms. Hayes is qualified to serve on PubCo’s board of directors due to history of experience in the accounting and auditing industry, as well as her experience with public companies.

Imran Kizilbash is expected to serve as a director of PubCo following the Business Combination. Mr. Kizilbash has over 30 years of experience in the energy sector and nearly 10 years of experience in the private equity and venture capital industries. Since August 2025, Mr. Kizilbash has been the co-founder and managing director of Titanium Innovation Investments, a specialized early-stage digitally focused venture capital fund targeting the industrial and energy technology markets. Mr. Kizilbash was a managing director at CSL Capital Management between January 2019 and July 2025. Prior to that, Mr. Kizilbash held a variety of senior management positions at SLB, including vice president of the venture fund, vice president and treasurer, financial controller of Schlumberger Limited, president of the Reservoir Characterization Group, president of Middle East and Asia, and president of drilling and measurements. Mr. Kizilbash began his career at Schlumberger as a wireline and testing field engineer and worked at Schlumberger from 1989 to 2018 across the United States, Europe, the Middle East, and Asia-Pacific. Mr. Kizilbash holds an undergraduate degree in engineering and applied science, as well as a graduate degree in mechanical engineering from the California Institute of Technology. We believe Mr. Kizilbash is qualified to serve on PubCo’s board of directors due to his experience in the venture capital and private equity investment industries, as well as his leadership and management experience.

Board of Directors

Our business and affairs will be managed under the direction of the board of directors of PubCo (the “PubCo Board”). The PubCo Board is expected to be chaired by Mr. Xi Zhang and include as members the individuals named above as director nominees. The PubCo Board is expected to determine that Anna Jones, Wendy Hayes and Imran Kizilbash qualify as independent in accordance with applicable Nasdaq rules. Subject to the terms of the Business Combination Agreement and the PubCo A&R Articles, the number of directors will be fixed by the board of directors of PubCo and is expected to initially be fixed at seven (7) directors.

When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the PubCo Board to satisfy its oversight responsibilities effectively in light of its business and structure, the PubCo Board expects to focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

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Pursuant to the Business Combination Agreement and as set forth above, the PubCo Board will initially consist of seven directors, of whom (a) one will be designated by SPAC, (b) three will be designated by GOWell and will include Xi Zhang, Wenhua Liu, and Guillaume Borrel, and (c) three will qualify as “independent directors” as defined in Nasdaq rules and be eligible to serve on an audit committee, provided that one of those three will be appointed by SPAC subject to the consent of Hegro, with such consent not to be unreasonably withheld, conditioned, or delayed).

Family Relationships

Mr. Xi Zhang and Mrs. Wenhua Liu are married. Other than Mr. Zhang and Mrs. Liu, there are no family relationships among any of the persons who are expected to serve as PubCo’s directors or executive officers.

Independence of our Board of Directors

Based on information provided by each director concerning his or her background, employment, and affiliations, our Board is expected to determine that the Board will meet independence standards under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. In making these determinations, our Board will consider the current and prior relationships that each non-employee director has with PubCo and all other facts and circumstances our Board deems relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

Committees of our Board of Directors

We intend to establish, upon the closing of this Business Combination, an audit committee, a compensation committee, and a nominating and corporate governance committee under our board of directors and adopt a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee. Our audit committee will consist of Wendy Hayes, Anna Jones, and Imran Kizilbash, and is chaired by Wendy Hayes. We have determined that each of Wendy Hayes, Anna Jones, and Imran Kizilbash satisfies the requirements of Section 303A of the Corporate Governance Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Exchange Act, as amended. We have determined that qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:

• reviewing and recommending to our board for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor;

• approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors;

• obtaining a written report from our independent auditor describing matters relating to its independence and quality control procedures;

• reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

• discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices;

• reviewing and approving all proposed related party transactions, as defined in Item 7 of Form 20-F;

• reviewing and recommending the financial statements for inclusion within our quarterly earnings releases and to our board for inclusion in our annual reports;

• discussing the annual audited financial statements with management and the independent registered public accounting firm;

• reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures;

• periodically, reviewing and reassessing the adequacy of the committee charter;

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• at lease annually, approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function;

• overseeing and evaluating the handling of complaints and whistleblowing;

• meeting separately and periodically with management and the independent registered public accounting firm;

• monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and

• reporting regularly to the board.

Compensation Committee. Our compensation committee will consist of Anna Jones, Wenhua Liu, and Kevin Shannon, and is chaired by Anna Jones. We have determined that Anna Jones satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of the Nasdaq. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:

• overseeing the development and implementation of compensation programs in consultation with our management;

• reviewing and approving, or recommending to the board for its approval, the compensation for our executive officers;

• reviewing periodically and submitting for board’s approval of any equity incentive plans, programs or other similar arrangements;

• overseeing our regulatory compliance with respect to compensation matters, including our policies on restrictions on compensation plans and loans to directors and executive officers;

• periodically, reviewing and reassessing the adequacy of the committee charter;

• selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management; and

• reporting regularly to the board.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee will consist of Wenhua Liu, Kevin Shannon, and Imran Kizilbash, and is chaired by Wenhua Liu. We have determined that Imran Kizilbash satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of the Nasdaq. The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:

• recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board;

• reviewing periodically the current composition of the board with regards to characteristics such as issues of judgment, diversity, age, skills, background and experience;

• reviewing candidates’ qualifications for membership on the board or a committee of the board based on the criteria approved by the board;

• making recommendations to the board as to determinations of director independence;

• reviewing and reassessing the adequacy of the committee charter;

• reviewing and approving compensation (including equity-based compensation) for our directors; and

• evaluating the performance and effectiveness of the board as a whole.

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Duties of Directors

Under Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of skill, care and diligence to the Company. Under Cayman Islands law, the fiduciary duties that directors owe include (i) a duty to act loyally, honestly, and in what they consider in good faith to be in the best interests of the company as a whole; (ii) a duty to exercise their powers only for a proper purpose for which those powers were conferred and not for a persons, collateral or other improper purpose; (iii) a duty not to fetter the exercise of future discretion; (iv) a duty to exercise independent judgement; and (v) a duty not to put themselves in a position where there is a conflict between their duty to the company and their personal interests or a duty owed to another person. In fulfilling their duty of care, skill and diligence to us, directors must ensure compliance with the company’s memorandum and articles of association, as amended and restated from time to time, and the class rights vested thereunder in the holders of the shares. In certain limited exceptional circumstances, a shareholder may have the right to seek damages derivatively in GOWell’s name if a duty owed by the directors is breached.

The board of directors has all the powers necessary for managing, and for directing and supervising, GOWell’s business affairs. The functions and powers of the board of directors include, among others:

• convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings;

• declaring dividends and distributions, subject to the restrictions and consent requirements set forth in the PubCo A&R Articles;

• appointing officers and determining the term of office of the officers;

• exercising the borrowing powers of the company and mortgaging the property of the company; and

• approving the transfer of shares in the company, including the registration of such shares in the register of members.

Code of Ethics

Following the consummation of the Business Combination, PubCo will have a code of ethics that applies to all of its executive officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions. The code of ethics will be available on PubCo’s website, www.gowell.energy. In addition, PubCo intends to publish on its website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of its code of ethics. The reference to the PubCo website address in this proxy statement/prospectus does not constitute incorporation by reference of the information contained at or available through PubCo’s website, and you should not consider such information to be a part of this proxy statement/prospectus.

Terms of Directors and Officers

Under the PubCo A&R Articles, a director may be appointed by ordinary resolution or by the directors. In addition, for so long as Hegro, its affiliates and any other shareholders that have entered into an acting-in-concert agreement with Hegro, collectively hold not less than forty percent (40%) of the then issued and outstanding PubCo Ordinary Shares and PubCo Preferred Shares, Hegro shall have the right to appoint and maintain in office such number of directors as shall constitute fifty percent (50%) of the total number of directors on the PubCo Board (rounded up to the next whole number if necessary). Any director so appointed may be removed and replaced at any time by written notice from Hegro to PubCo.

Any appointment may be to fill a vacancy or as an additional director. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the director, if any; but no such term shall be implied in the absence of express provision. Each director whose term of office expires shall be eligible for re-election at a meeting of the shareholders or re-appointment by the board. In addition, a director will cease to be a director if, among other things, the director (i) is prohibited by the law of the Cayman Islands from acting as a director; (ii) is made bankrupt or makes any arrangement or composition with his or her creditors generally; (iii) resigns his office by notice to PubCo; (iv) only held the office as a director for a fixed term and such term

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expires; (v) in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director; (vi) is given notice by the majority of the other directors (not being less than two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such director); (vii) is made subject to any law relating to mental health or incompetence; whether by court order or otherwise; (viii) without the consent of the other directors, is absent from meetings of directors for a continuous period of six months; or (ix) is removed from office pursuant to any other provision of the PubCo A&R Articles.

Officers are appointed by and serve at the discretion of the board of directors, and may be removed by the board of directors.

Employment Agreements and Indemnification Agreements

PubCo plans to enter into employment agreements with each of the executive officers. PubCo may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to PubCo’s detriment, or misconduct or a failure to perform agreed duties. PubCo may also terminate an executive officer’s employment without cause upon three-month advance written notice and the executive may resign for good reason. In such case of termination by PubCo without cause or a resignation by the executive for good reason, the executive will be eligible to receive severance benefits in the form of (1) a lump-sum cash payment equal to the base salary that would have been payable from the termination date through the expiration date of the employment agreement, calculated at the rate in effect immediately prior to the termination event and discounted at the rate of return on 90-day U.S. Treasury bills in effect on the termination date, payable within 90 days following the termination date and in all events on or before March 15 of the year following the year in which the termination occurs; (2) payment of any formula-based bonus relating to a prior year that has been earned but not paid as of the termination date, payable within 90 days following the termination date and in all events on or before March 15 of the year following the year in which the termination occurs. The executive officer may also resign at any time with a three-month advance written notice; and (3) reimbursement of all unreimbursed business expenses incurred by the executive through the termination date in accordance with the Company’s expense reimbursement policies, payable in a lump-sum cash payment within 30 days following the termination date.

Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of PubCo’s confidential information or trade secrets, any confidential information or trade secrets of PubCo’s customers or prospective customers, or the confidential or proprietary information of any third-party received by PubCo and for which PubCo have confidential obligations. The executive officers have also agreed to disclose in confidence to PubCo all inventions, designs, and trade secrets which they conceive, develop, or reduce to practice during the executive officer’s employment with PubCo and to assign all right, title and interest in them to PubCo, and assist PubCo in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs, and trade secrets.

In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically up to two years following the last date of employment. Specifically, each executive officer has agreed not to (i) approach PubCo’s customers, service providers, suppliers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of PubCo for the purpose of doing business with such persons or entities that will harm PubCo’s business relationships with these persons or entities; (ii) assume employment with or provide services to any of PubCo’s competitors, or engage, whether as principal, partner, licensor or otherwise, any of PubCo’s competitors, without PubCo’s express consent; (iii) seek directly or indirectly, to solicit the employment or services of, or hire or engage, any person who is known to be employed or engaged by PubCo; or (iv) otherwise interfere with PubCo’s business or accounts.

PubCo also plans to enter into indemnification agreements with each of its directors and executive officers. Under these agreements, PubCo agrees to indemnify the directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of PubCo. PubCo will purchase directors and officers liability insurance to cover its indemnification obligations to its directors and executive officers as well as to cover direct claims made against its directors and executive officers.

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Compensation of PubCo Executive Officers and Directors

For the year ended December 31, 2025, GOWell paid an aggregate of $1,452,612 in cash and bonus to its executive officers, and GOWell and paid compensation of $58,334 to the non-executive directors during that period. We did not grant any stock options or other equity-based awards to our directors or executive officers during this period. In addition, in connection with and upon the closing of the Business Combination, certain executive officers and directors of GOWell will receive an aggregate bonus awards of $950,000 in recognition of their services in facilitating the consummation of the Business Combination Agreement.

Equity-Based Awards

Prior to the consummation of the Business Combination, we expect to adopt the 2026 Equity Incentive Plan (the “Incentive Plan”), under which we would be authorized to grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. A copy of the Incentive Plan is attached to this proxy statement/prospectus as Annex L. For a summary of the material terms of the Incentive Plan, see “Proposal No. 4 — The Incentive Plan Proposal” section of this proxy statement/prospectus.

Upon the consummation of the Business Combination, Mr. Guillaume Borrel, the chief executive officer of GOWell, will be granted restricted shares equal to 1.29% of the Company Consideration Shares, representing 368,571 to 387,000 PubCo Ordinary Shares, calculated based on the Redemption Price range of $10.50 to $10.00. The restricted shares are subject to a five-year vesting schedule, contingent upon Mr. Borrel’s continued employment and the achievement of certain annual performance targets. The restricted shares are subject to transfer restrictions prior to vesting and are not subject to any lock-up restrictions following each vesting tranche. The restricted shares are subject to customary clawback and forfeiture provisions in the event of termination for cause, voluntary resignation prior to the end of the term, or other specified misconduct.

Emerging Growth Company

PubCo is an “emerging growth company” as defined in the JOBS Act. PubCo will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the effective date of the registration statement of which this proxy statement/prospectus is a part, (b) in which PubCo has total annual gross revenue of at least $1.235 billion or (c) in which PubCo is deemed to be a large accelerated filer, which means the market value of PubCo Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of PubCo’s prior second fiscal quarter, and (ii) the date on which PubCo issued more than $1.0 billion in non-convertible debt during the prior three-year period. PubCo intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that PubCo independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

Controlled Company

After the Closing, it is expected that the GOWell Shareholder will hold between 53.2% and 63.4% of the outstanding PubCo Ordinary Shares, depending on the level of Redemptions, including the PubCo Ordinary Shares issuable upon conversion of the PubCo Preferred Shares issued pursuant to the PIPE Investments, and excluding (i) the Earnout Shares, (ii) the PubCo Warrants, (iii) the PubCo Ordinary Shares underlying the PubCo Warrants, and (iv) the PubCo Ordinary Shares issuable under the PubCo Incentive Plan. Accordingly, PubCo will qualify as a “controlled company” under the listing rules of Nasdaq.

Under Nasdaq rules, a controlled company is exempt from certain corporate governance requirements, including:

• the requirement that a majority of the board of directors consist of independent directors;

• the requirement that if a listed company has a nominating and governance committee, it be composed of independent directors with a written charter addressing the committee’s purpose and responsibilities;

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• the requirement that a listed company have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement for an annual performance evaluation of the nominating and governance committee, if applicable, and compensation committee.

Controlled companies must comply with Nasdaq’s other corporate governance standards. These include having an audit committee and holding executive sessions of independent or non-management directors.

If at any time PubCo ceases to be a “controlled company” under the Nasdaq rules, PubCo Board intends to take any action that may be necessary to comply with the Nasdaq rules, subject to a permitted “phase-in” period. These and any other actions necessary to achieve compliance with such rules may increase PubCo’ legal and administrative costs, will make some activities more difficult, time-consuming and costly and may also place additional strain on PubCo’ personnel, systems and resources. See “Risk Factors — PubCo, as a “foreign private issuer” and “controlled company” within the meaning of the rules of Nasdaq, is permitted to follow certain home country corporate governance practices and to rely on certain exemptions from Nasdaq corporate governance requirements that may afford less protection to shareholders than they would enjoy if PubCo complied fully with the Nasdaq Stock Market corporate governance listing standards.”

Foreign Private Issuer

As a “foreign private issuer,” PubCo will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that PubCo must disclose differ from those governing U.S. corporations pursuant to the Exchange Act. PubCo will be exempt from a number of rules under the U.S. securities laws and will be permitted to file less information with the SEC than a U.S. company, including: (i) the rules under the Exchange Act requiring the filing with the SEC of Quarterly Reports on Form 10-Q or Current Reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material non-public information under Regulation FD.

In addition, as a foreign private issuer, PubCo is permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of certain corporate governance standards of Nasdaq applicable to US domestic companies. Following the consummation of the Business Combination, PubCo intends to rely on exemptions from the following Nasdaq corporate governance requirements:

• a majority of the board of directors consist of independent directors;

• a compensation committee consisting of independent directors;

• a nominating committee consisting of independent directors; or

• regularly scheduled executive sessions with only independent directors each year.

Accordingly, PubCo’s shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the Nasdaq rules, and such home country practices may afford less protection to holders of PubCo’s securities than the protections available under Nasdaq’s corporate governance standards. See “Risk Factors — PubCo, as a “foreign private issuer” within the meaning of the rules of Nasdaq, is permitted to follow certain home country corporate governance practices and to rely on certain exemptions from Nasdaq corporate governance requirements that may afford less protection to shareholders than they would enjoy if PubCo complied fully with the Nasdaq Stock Market corporate governance listing standards.”

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DESCRIPTION OF PUBCO SECURITIES

This section of the proxy statement/prospectus includes a description of the material terms of PubCo’s Amended and Restated Memorandum and Articles of Association and applicable Cayman Islands law. The following description is intended as a summary only and does not constitute legal advice regarding those matters and should not be regarded as such. The description is qualified in its entirety by reference to the complete text of PubCo’s Amended and Restated Memorandum and Articles of Association, which are included as exhibits to this registration statement. The following description of the PubCo Warrants is qualified in its entirety by reference to the complete text of the Form of PubCo Warrant, which is included as an exhibit to this proxy statement/prospectus. We urge you to read the full text of PubCo’s Amended and Restated Memorandum and Articles of Association. For purposes of this section the words “we” “our” “us” and the “Company” refers to PubCo.

General

At the First Merger Effective Time, PubCo will adopt an amended and restated memorandum and articles of association, which is referred to herein as the PubCo A&R Articles. According to the PubCo A&R Articles, the authorized share capital of PubCo will be $50,000 divided into 450,000,000 ordinary shares of a par value of US$0.0001 each and 50,000,000 series A redeemable preference shares of a par value of US$0.0001 each. The following includes a summary of the terms of PubCo securities, based on the PubCo A&R Articles and Cayman Islands law.

PubCo Ordinary Shares

The PubCo A&R Articles authorize PubCo to issue up to 450,000,000 PubCo Ordinary Shares and 50,000,000 PubCo Preferred Shares. All of the issued and outstanding PubCo Ordinary Shares will be fully paid and non-assessable. Certificates representing the PubCo Ordinary Shares (if any) are issued in registered form. An aggregate of 46,740,180 PubCo Ordinary Shares are expected to be issued and outstanding and fully paid as of the Closing, assuming the No Redemption Scenario.

Voting. Each PubCo Ordinary Share shall entitle the holder thereof to one (1) vote for each PubCo Ordinary Share held by them on all matters subject to vote at general meetings of PubCo. At any general meeting a resolution put to the vote of the meeting shall be decided by a poll. A resolution put to the vote of the meeting shall be decided by a poll in such manner as the chairperson directs and the result of the poll shall be deemed to be the resolution of the meeting. In the case of an equality of votes, the chairperson of the meeting shall be entitled to exercise a second or casting vote. Unless specified in the PubCo A&R Articles, or as required by applicable provisions of the Cayman Companies Act or applicable stock exchange rules, the affirmative vote by ordinary resolution, being a resolution passed at a general meeting of shareholders by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote at such general meeting, is required to approve any such matter voted on by PubCo shareholders. Approval of certain actions will require a special resolution under Cayman Islands law and pursuant to the PubCo A&R Articles, being a resolution passed at a general meeting of shareholders by a majority of at least two-thirds (2/3) of such shareholders as, being entitled to do so, vote in person or by proxy at such general meeting. Such actions include amending the PubCo A&R Articles and approving a statutory merger or consolidation with another company.

Dividends. The holders of PubCo Ordinary Shares are entitled to such dividends as may be declared by its board of directors subject to the PubCo A&R Articles and the Cayman Companies Act. Subject to any rights and restrictions for the time being attached to any shares, the directors of PubCo may from time to time declare and pay interim dividends or recommend final dividends in accordance with the respective rights of the shareholders if it appears to them that they are justified by PubCo’s financial position and that such dividends may lawfully be paid. In addition, PubCo’s shareholders may by ordinary resolution (being a resolution passed at a general meeting of shareholders by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote at such general meeting) declare a dividend, but no dividend may exceed the amount recommended by its directors. No dividend may be declared and paid unless PubCo’s directors determine that, immediately after the payment, PubCo will be able to pay its debts as they become due in the ordinary course of business and PubCo has funds lawfully available for such purpose. Subject to PubCo’s Articles and applicable Cayman law, PubCo’s available reserves will be distributed among the holders of PubCo Ordinary Shares and PubCo Preferred Shares as follows:

(a) first to pay each holder of PubCo Preferred Shares in respect of each PubCo Preferred Share held a sum equal to any unpaid Arrears in respect of any Preference Dividend on such Preferred Share; and

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(b) second to apply the balance amongst the holders of the PubCo Ordinary Shares and the PubCo Preferred Shares on a pro rata basis (for the avoidance of doubt, counted on an as-converted basis in accordance with the PubCo A&R Articles).

Where “Arrears” refers to all arrears of any dividend or other sums payable in respect of a PubCo Preferred Share, whether or not earned or declared and irrespective of whether or not PubCo has had at any time sufficient available reserves to pay such dividend or sums, together with all other amounts payable on that PubCo Preferred Share, and “Preference Dividend” refers to the fixed cumulative preferential dividend attaching to the PubCo Preferred Share in accordance with the PubCo A&R Articles.

Transfer of Ordinary Shares. Subject to applicable laws, including applicable securities laws and the PubCo A&R Articles, any of our shareholders may transfer all or any of their PubCo Ordinary Shares provided that such transfer complies with the rules and regulations of Nasdaq, the SEC and/or any other competent regulatory authority or otherwise under applicable law, by an instrument of transfer. The instrument of transfer shall be in the usual or common form, in a form prescribed by the rules and regulations of Nasdaq, the SEC and/or any other competent regulatory authority or otherwise under applicable law or any other form approved by the board of directors of PubCo. The board of directors of PubCo may, in its sole discretion, decline to register any transfer of any PubCo Ordinary Share which is not fully paid up or on which PubCo has a lien.

Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), assets available for distribution among the holders of PubCo Ordinary Shares and PubCo Preferred Shares shall be distributed among such holders in accordance with the Cayman Companies Act and the PubCo A&R Articles. The PubCo A&R Articles provide that the Available Proceeds (as defined in the PubCo A&R Articles) shall be distributed (to the extent that PubCo is lawfully permitted to do so):

(a) first to each of the holders of the PubCo Preferred Shares, in priority to any distribution to the holders of the PubCo Ordinary Shares, an amount per PubCo Preferred Shares held equal to the greater of (i) 100% of Accrued Value (as defined in the PubCo A&R Articles) in respect of such PubCo Preferred Share and (ii) the amount per PubCo Preferred Share as would have been payable had all PubCo Preferred Shares been converted into PubCo Ordinary Shares in accordance with the PubCo A&R Articles immediately prior to such liquidation, dissolution, winding up, Disposal or Deemed Liquidation Event (each as defined in the PubCo A&R Articles) based on the then effective rate of conversion; and

(b) thereafter, among the holders of PubCo Ordinary Shares pro rata to the number of PubCo Ordinary Shares and PubCo Preferred Shares held.

If upon any such liquidation, dissolution or winding up of PubCo, Disposal or Deemed Liquidation Event (each as defined in the PubCo A&R Articles), the assets of PubCo available for distribution to its shareholders shall be insufficient to pay the holders of the PubCo Preferred Shares the full amount to which they shall be entitled under the PubCo A&R Articles, the holders of the PubCo Preferred Shares shall share rateably in any distribution of the assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the PubCo Preferred Shares and the PubCo Ordinary Shares held by them upon such distribution if all amounts payable on or with respect to such PubCo Preferred Shares and the PubCo Ordinary Shares were paid in full.

Other Rights. Holders of PubCo Ordinary Shares will have no conversion, preemptive or other subscription rights, and there will be no sinking fund or redemption provisions applicable to the PubCo Ordinary Shares.

PubCo Preferred Shares

The PubCo A&R Articles authorize PubCo to issue up to 50,000,000 PubCo Preferred Shares. An aggregate of 8,067,227 PubCo Preferred Shares are expected to be issued outstanding and fully paid as of the Closing, which assumes (i) $25,882,353 of Accrued Value with respect to the Signing PIPE Investment (which represents the Stated Value plus an assumed 12 months of PIK dividends) (ii) $58,823,529 of Accrued Value with respect to the Closing PIPE Investment (which represents the Stated Value), and (iii) a Redemption Price of $10.54, representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026).

The issuance of any PubCo Preferred Share may have the effect of delaying, deferring or preventing a change in control of PubCo without any further action by the shareholders. In addition, the issuance of any PubCo Preferred Shares could adversely affect the holders of PubCo Ordinary Shares by, among other things, restricting dividends on

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the PubCo Ordinary Shares, diluting the voting power of the PubCo Ordinary Shares, or subordinating the liquidation rights of the PubCo Ordinary Shares. As a result of these or other factors, the issuance of PubCo Preferred Shares could have an adverse impact on the market price of the PubCo Ordinary Shares.

Dividends: The holders of PubCo Preferred Shares are entitled to such dividends as may be declared by its board of directors subject to the PubCo A&R Articles and the Cayman Companies Act. Subject to any rights and restrictions for the time being attached to any shares, the directors of PubCo may from time to time declare and pay interim dividends or recommend final dividends in accordance with the respective rights of the shareholders if it appears to them that they are justified by PubCo’s financial position and that such dividends may lawfully be paid. In addition, PubCo’s shareholders may by ordinary resolution (being a resolution passed at a general meeting of shareholders by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote at such general meeting) declare a dividend, but no dividend may exceed the amount recommended by its directors. No dividend may be declared and paid unless PubCo’s directors determine that, immediately after the payment, PubCo will be able to pay its debts as they become due in the ordinary course of business and PubCo has funds lawfully available for such purpose. Subject to PubCo’s Articles and applicable Cayman law, PubCo’s available reserves will be distributed among the holders of PubCo Ordinary Shares and PubCo Preferred Shares as follows:

(c) first to pay each holder of PubCo Preferred Shares in respect of each PubCo Preferred Share held a sum equal to any unpaid Arrears in respect of any Preference Dividend on such PubCo Preferred Share; and

(d) second to apply the balance amongst the holders of the PubCo Ordinary Shares and the PubCo Preferred Shares on a pro rata basis (for the avoidance of doubt, counted on an as-converted basis in accordance with the PubCo A&R Articles).

Where “Arrears” refers to all arrears of any dividend or other sums payable in respect of a PubCo Preferred Share, whether or not earned or declared and irrespective of whether or not PubCo has had at any time sufficient available reserves to pay such dividend or sums, together with all other amounts payable on that PubCo Preferred Share, and “Preference Dividend” refers to the fixed cumulative preferential dividend attaching to the PubCo Preferred Share in accordance with the PubCo A&R Articles. The PubCo Preferred Shares will accrue dividends daily at the rate of 10% per annum of the Accrued Value (as defined in the PubCo A&R Articles) (if paid in kind), or 8% per annum of the Accrued Value (as defined in the PubCo A&R Articles) (if paid in cash). Such dividends will compound semi-annually.

Liquidation Preference: On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), assets available for distribution among the holders of PubCo Ordinary Shares and PubCo Preferred Shares shall be distributed among such holders in accordance with the Cayman Companies Act and the PubCo A&R Articles. The PubCo A&R Articles provide that the Available Proceeds (as defined in the PubCo A&R Articles) shall be distributed (to the extent that PubCo is lawfully permitted to do so):

(a) first to each of the holders of the PubCo Preferred Shares, in priority to any distribution to the holders of the PubCo Ordinary Shares, an amount per PubCo Preferred Shares held equal to the greater of (i) 100% of Accrued Value (as defined in the PubCo A&R Articles) in respect of such PubCo Preferred Share and (ii) the amount per PubCo Preferred Share as would have been payable had all PubCo Preferred Shares been converted into PubCo Ordinary Shares in accordance with the PubCo A&R Articles immediately prior to such liquidation, dissolution, winding up, Disposal or Deemed Liquidation Event (each as defined in the PubCo A&R Articles) based on the then effective rate of conversion; and

(b) thereafter, among the holders of PubCo Ordinary Shares pro rata to the number of PubCo Ordinary Shares and PubCo Preferred Shares held.

If upon any such liquidation, dissolution or winding up of PubCo, Disposal or Deemed Liquidation Event (each as defined in the PubCo A&R Articles), the assets of PubCo available for distribution to its shareholders shall be insufficient to pay the holders of the PubCo Preferred Shares the full amount to which they shall be entitled under the PubCo A&R Articles, the holders of the PubCo Preferred Shares shall share rateably in any distribution of the assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the PubCo Preferred Shares and the PubCo Ordinary Shares held by them upon such distribution if all amounts payable on or with respect to such PubCo Preferred Shares and the PubCo Ordinary Shares were paid in full.

Voting:    The PubCo Preferred Shares will vote together with the PubCo Ordinary Shares, as a single class, except (i) as required by law and (ii) as noted below under “Protective Provisions.” Each PubCo Preferred Share (for the avoidance of doubt, counted on an as-converted basis) shall entitled the holder thereof to one (1) vote for each PubCo

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Preferred Share held by them on all matters subject to vote at general meetings of PubCo. A resolution put to the vote of the meeting shall be decided by a poll in such manner as the chairperson directs and the result of the poll shall be deemed to be the resolution of the meeting. In the case of an equality of votes, the chairperson of the meeting shall be entitled to exercise a second or casting vote. Unless specified in the PubCo A&R Articles, or as required by applicable provisions of the Cayman Companies Act or applicable stock exchange rules, the affirmative vote by ordinary resolution, being a resolution passed at a general meeting of shareholders by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote at such general meeting, is required to approve any such matter voted on by PubCo shareholders. Approval of certain actions will require a special resolution under Cayman Islands law and pursuant to the PubCo A&R Articles, being a resolution passed at a general meeting of shareholders by a majority of at least two-thirds (2/3) of such shareholders as, being entitled to do so, vote in person or by proxy at such general meeting. Such actions include amending the PubCo A&R Articles and approving a statutory merger or consolidation with another company.

Protective Provisions: For as long as the Inflection Point Entities and each of their respective Affiliates hold at least 20% of the PubCo Preferred Shares on issue, PubCo will not, without the consent of the Series A Majority, take any of the following actions: (i) liquidate, dissolve or wind-up the affairs of PubCo, (ii) amend, alter or repeal the PubCo A&R Articles in a manner that materially and adversely affects the powers, preferences or rights attaching to the PubCo Preferred Shares, (iii) create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other security convertible into or exercisable for any equity security, unless such security ranks junior to the PubCo Preferred Shares with respect to its rights, preferences and privileges (including rights to receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up), (iv) increase the authorized share capital of the PubCo Preferred Shares, (v) purchase or redeem or pay any cash dividend on any shares in the capital of PubCo ranking junior to the PubCo Preferred Shares (with respect to rights to receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up), except (a) for shares in the capital of PubCo being repurchased by the Company at cost from employees in connection with the cessation of their service or pursuant to the terms of any equity incentive plan adopted by PubCo, or (b) if PubCo has made prior payment of the preference dividend attaching to the PubCo Preferred Shares and so long as the PubCo Preferred Shares participate in such purchase, redemption or payment of cash dividend (in each case on an as-if converted basis) with the junior shares in the capital of PubCo (vi) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under an incentive plan, equity plan or equity-based compensation plan adopted by PubCo, or with respect to employment, consulting or award agreements with respect to executive officers or directors of PubCo, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of PubCo, or (vii) incur or guarantee any new indebtedness other than equipment leases or trade payables incurred in the ordinary course of business, provided however that the PubCo Preferred Shares shall not be considered indebtedness for purposes of this calculation.

Conversion: By notice in writing to PubCo at any time and from time to time, any holder of PubCo Preferred Shares shall have the right to convert each fully paid PubCo Preferred Share into such whole number of PubCo Ordinary Shares (subject to the limitations set forth in the PubCo A&R Articles) equal to (x) the Accrued Value of such PubCo Preferred Share divided by (y) $12.00 (subject to equitable adjustment pursuant to the PubCo A&R Articles).

Put Rights: Unless prohibited by applicable law governing distributions to shareholders, the PubCo Preferred Shares will be redeemable at the option of the Series A Majority at any time on or after the fifth anniversary of the Closing at a price equal to the Accrued Value.

Call Rights: Unless prohibited by applicable law governing distributions to shareholders, all (but not some) PubCo Preferred Shares will be redeemable at the option of PubCo at any time: (a) prior to the first anniversary of the date of adoption of the PubCo A&R Articles (“Date of Adoption”), at a price equal to 150% of the Accrued Value; (b) after the first anniversary of the Date of Adoption but prior to the second anniversary of the Date of Adoption, at a price equal to 140% of the Accrued Value; (c) after the second anniversary of the Date of Adoption but prior to the third anniversary of the Date of Adoption, at a price equal to 130% of the Accrued Value; (d) after the third anniversary of the Date of Adoption but prior to the fourth anniversary of the Date of Adoption, at a price equal to 120% of the Accrued Value; (e) after the fourth anniversary of the Date of Adoption but prior to the fifth anniversary of the Date of Adoption, at a price equal to 110% of the Accrued Value; and (f) after the fifth anniversary of the Date of Adoption, at a price equal to 100% of the Accrued Value.

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PubCo Warrants

An aggregate of 3,431,372 PubCo Warrants are expected to be outstanding as of the Closing, which assumes (i) $23,529,412 of Stated Value with respect to the Signing PIPE Investment, (ii) $58,823,529 of Stated Value with respect to the Closing PIPE Investment, and (iii) a Conversion Price of $12.00.

The PubCo Warrants are immediately exercisable upon issuance at Closing and expire five years from the date of Closing at 5:00 p.m., New York City time (the “PIW Termination Date”). The PubCo Warrants include customary cash and cashless exercise provisions. Each PubCo Warrant is initially exercisable at $12.00 per PubCo Ordinary Share, subject to the same anti-dilution and other adjustments as the PubCo Preferred Shares.

The PubCo Warrants do not include any redemption features. The PubCo Warrants may be exercised on a cashless basis if, at any time after the six-month anniversary of the Closing Date, there is not an effective registration statement with respect to PubCo Ordinary Share issuable upon exercise of the PubCo Warrants. On the PIW Termination Date, the PubCo Warrants will be automatically exercised on a cashless basis. To exercise on a cashless basis, the holder of the PubCo Warrant would pay the exercise price by surrendering the PubCo Warrant (or part thereof) for that number of PubCo Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of PubCo Ordinary Shares underlying the PubCo Warrant, multiplied by the excess of the daily volume weighted average price of PubCo Ordinary Shares on the date specified by the PubCo Warrant less the exercise price of such PubCo Warrant by (y) the daily volume weighted average price of PubCo Ordinary Shares on the date specified by the PubCo Warrant.

The holders of PubCo Warrants will not have the rights or privileges of holders of PubCo Ordinary Shares or any voting rights in respect of the PubCo Warrants or underlying PubCo Ordinary Shares until they exercise their PubCo Warrants and receive PubCo Ordinary Shares. After the issuance of PubCo Ordinary Shares upon exercise of the PubCo Warrants, each holder will be entitled to one vote for each PubCo Ordinary Share held of record on all matters to be voted on by stockholders

Anti-Takeover Provisions.

Some provisions of PubCo A&R Articles may discourage, delay or prevent a change of control of PubCo or management that shareholders may consider favorable, including provisions that limit the ability of shareholders to requisition and convene general meetings of shareholders. However, under Cayman Islands law, PubCo’s directors may only exercise the rights and powers granted to them under the PubCo A&R Articles for a proper purpose and for what they believe in good faith to be in the best interests of PubCo.

Transfer Agent and Registrar

The transfer agent and registrar of PubCo will be Continental Stock Transfer & Trust Company and its contact information is:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004

Listing of Ordinary Shares

PubCo has applied to list the PubCo Ordinary Shares on Nasdaq under the proposed symbol “GOW”, upon the Closing. Pursuant to the terms of the Business Combination Agreement, as a closing condition, subject to certain exceptions), the PubCo Ordinary shares must have been conditionally approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. It is important for you to know that, at the time of our EGM, we may not have received from Nasdaq either confirmation of the listing of the PubCo Ordinary Shares or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the PubCo securities would not be listed on any nationally recognized securities exchange.

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COMPARISON OF SHAREHOLDER RIGHTS

In connection with the Business Combination, SPAC Shareholders will become shareholders of PubCo and their rights will be governed by the laws of the Cayman Islands and PubCo’s Amended and Restated Memorandum and Articles of Association, which we refer to herein as the PubCo A&R Articles. Currently, the rights of SPAC Shareholders are governed by the laws of the Cayman Islands and its Third Amended and Restated Memorandum and Articles of Association as adopted by special resolution on 19 November 2025, which we refer to herein as the SPAC Articles.

The following table sets forth a summary of the principal changes proposed to be made between the SPAC Articles and the PubCo A&R Articles. The following summaries are qualified by reference to the complete text of the SPAC Articles and the PubCo A&R Articles, a copy of which is attached to this proxy statement/prospectus as Annex C. All SPAC Shareholders are encouraged to read the PubCo A&R Articles in its entirety for a more complete description of their terms.

Rights of SPAC Shareholders (a Cayman Islands exempted company)		Rights of PubCo Shareholders (a Cayman Islands Exempted Company)
Authorized Capital
The authorized share capital of SPAC under the SPAC Articles is US$55,500 divided into 555,000,000 shares, consisting of 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each. Subject to applicable law, the terms of the SPAC Articles and the rules of the applicable stock exchange and/or regulatory authority, the directors of SPAC are authorized to issue shares in one or more series without shareholder approval.		PubCo’s authorized share capital will be US$50,000 divided into 450,000,000 ordinary shares of US$0.0001 par value each and 50,000,000 series A redeemable preference shares of US$0.0001 par value each. Subject to applicable law, the terms of the PubCo A&R Articles and the rules of the applicable stock exchange and/or regulatory authority, the board of directors of PubCo is authorized to issue shares in one or more series without shareholder approval.
Rights of Shares
If at any time the share capital of SPAC is divided into different classes of shares then, unless the terms on which a class of shares was issued state otherwise, the rights attaching to a class of shares may only be varied if one of the following applies: (a) the shareholders holding not less than two-thirds of the issued shares of that class consent in writing to the variation; or (b) the variation is made with the sanction of a special resolution passed by a majority of at least two-thirds of the votes cast at a separate general meeting of the shareholders holding the issued shares of that class.		If the share capital of PubCo is divided into different classes of shares then, unless the terms on which a class of shares was issued state otherwise, the rights attaching to a class of shares may only be varied if one of the following applies: (a) the shareholders holding not less than two-thirds of the issued shares of that class consent in writing to the variation; or (b) the variation is made with the sanction of a special resolution passed by a majority of at least two-thirds of the votes cast at a separate general meeting of the shareholders holding the issued shares of that class. Holders of shares in the capital of PubCo will not have cumulative voting rights.
Dividends
Subject to any rights and restrictions for the time being attached to any shares, or as otherwise provided for in the Cayman Companies Act and the SPAC Articles, the SPAC directors may resolve to pay interim dividends or recommend final dividends if it appears to them that they are justified by the financial position of SPAC and that such dividends may lawfully be paid.		Subject to any rights and restrictions for the time being attached to any shares, or as otherwise provided for in the Cayman Companies Act and the PubCo A&R Articles, the PubCo directors may resolve to pay interim dividends or recommend final dividends if it appears to them that they are justified by the financial position of PubCo and that such dividends may lawfully be paid.

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Rights of SPAC Shareholders (a Cayman Islands exempted company)		Rights of PubCo Shareholders (a Cayman Islands Exempted Company)
		Any available reserves which PubCo may determine to distribute in respect of any financial year will be distributed among the holders of the PubCo Ordinary Shares and PubCo Preferred Shares as follows: (a) first to pay each holder of PubCo Preferred Shares in respect of each PubCo Preferred Share held a sum equal to any unpaid Arrears (as defined in the PubCo A&R Articles) in respect of any preference dividend on such PubCo Preferred Share; and (b) second to apply the balance amongst the holders of the PubCo Ordinary Shares and PubCo Preferred Shares on a pro rata basis (counted on an as-converted basis in accordance with the PubCo A&R Articles).
Number and Qualification of Directors
The minimum number of directors of SPAC is one and SPAC may, by ordinary resolution, increase or reduce the limits in the number of directors of SPAC. SPAC directors are not required to hold any SPAC Ordinary Shares, unless and until determined otherwise by SPAC in general meeting. The SPAC directors are divided into three (3) classes designated as Class I, Class II and Class III, respectively. At the first annual general meeting of SPAC, the term of office of the Class I directors expires and the Class I directors shall be elected for a full term of three (3) years. At the second annual general meeting of SPAC, the term of office of the Class II directors expires and the Class II directors shall be elected for a full term of three (3) years. At the third annual general meeting of SPAC, the term of office of the Class III directors expires and the Class III directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting of SPAC, the directors shall be elected for a full term of three (3) years to succeed the directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing, each director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal.		The minimum number of directors of PubCo shall be one and the maximum number shall be seven. There is no age limit for directors save that they must be aged at least 18 years. Directors of PubCo will not be required to hold any shares in PubCo unless determined otherwise by an ordinary resolution of PubCo’s shareholders. The board of directors of PubCo shall not be divided into classes. All directors of PubCo shall hold office until the expiration of their terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until their successor shall have been elected and qualified.
Appointment/Removal of Directors; Vacancies
Prior to the closing of SPAC’s initial business combination, SPAC may by ordinary resolution of the holders of the SPAC Class B Shares appoint any person to be a SPAC director or may by ordinary resolution of the holders of the SPAC Class B Shares remove any SPAC director.		A director may be appointed or removed by ordinary resolution of the shareholders of PubCo, and may be appointed by the directors of PubCo. Any appointment may be to fill a vacancy or as an additional director. A director may be removed by ordinary resolution of the shareholders of PubCo.

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Rights of SPAC Shareholders (a Cayman Islands exempted company)		Rights of PubCo Shareholders (a Cayman Islands Exempted Company)
The SPAC directors may appoint any person to be a SPAC director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the SPAC Articles as the maximum number of directors.		Subject to the Cayman Companies Act and the PubCo A&R Articles, for so long as the GOWell Shareholder, its affiliates and any other shareholders that have entered into an acting-in-concert agreement with the GOWell Shareholder, collectively hold not less than 40% of the then issued and outstanding PubCo Ordinary Shares and PubCo Preferred Shares, the GOWell Shareholder shall have the right to appoint and maintain in office such number of directors as shall constitute 50% of the total number of directors on the PubCo Board. Any director so appointed may be removed and replaced at any time by written notice from the GOWell Shareholder to PubCo.
The office of any director of SPAC shall be vacated if: (a) the director gives notice in writing to SPAC that he resigns the office of director; (b) the director absents himself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of directors without special leave of absence from the directors, and the directors pass a resolution that he has by reason of such absence vacated office; or (c) the director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or (d) the director is found to be or becomes of unsound mind; or (e) all of the other directors (being not less than two in number) determine that he should be removed as a director for cause (and not otherwise), either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance with the SPAC Articles or by a resolution in writing signed by all of the other directors.		The office of any director of PubCo shall be vacated if: (a) such director gives notice in writing to the PubCo that he resigns the office of director; (b) such director is prohibited by the law of the Cayman Islands from acting as a director; (c) such director is made bankrupt or makes an arrangement or composition with their creditors generally; (d) such director only held office as a director for a fixed term and such term expires; (e) in the opinion of a registered medical practitioner by whom such director is being treated, such director becomes physically or mentally incapable of acting as a director; (f) such director is given notice by the majority of the other directors (not being less than two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such director); (g) such director is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or (h) without the consent of the other directors, such director is absent from meetings of directors for a continuous period of six months.

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Rights of SPAC Shareholders (a Cayman Islands exempted company)		Rights of PubCo Shareholders (a Cayman Islands Exempted Company)
Limited Liability, and Indemnification, of Directors and Officers
The SPAC Articles provide that, to the extent permitted by applicable law, SPAC shall indemnify every existing and former director and officer of SPAC against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, willful neglect or willful default. To the extent permitted by the Cayman Companies Act, SPAC may advance to any existing or former director and officer of SPAC reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action, suit, proceeding or investigation involving such person for which indemnity will or could be sought, and such person shall be required to repay the advanced amount to SPAC if it shall be determined by final judgment or other final adjudication that such person was not entitled to indemnification pursuant to the SPAC Articles.		The PubCo A&R Articles provide that, to the extent permitted by applicable law, PubCo shall indemnify each existing or former director (including alternate director), secretary and other officer of PubCo (including an investment adviser or an administrator or liquidator) and their personal representatives against: (a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate director), secretary or officer in or about the conduct of PubCo’s business or affairs or in the execution or discharge of the existing or former director’s (including alternate director’s), secretary’s or officer’s duties, powers, authorities or discretions; and (b) without limitation to paragraph (a) above, all costs, expenses, losses or liabilities incurred by the existing or former director (including alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning PubCo or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere. No such existing or former director (including alternate director), secretary or officer, however, shall be indemnified in respect of any matter arising out of their own actual fraud, willful default or willful neglect. To the extent permitted by the Cayman Companies Act, PubCo may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former director (including alternate director), secretary or officer of PubCo in respect of any matter identified pursuant to the foregoing provisions on condition that the director (including alternate director), secretary or officer must repay the amount paid by PubCo to the extent that it is ultimately found not liable to indemnify the director (including alternate director), secretary or officer for those legal costs.
Quorum and Action
Board of Directors:    The quorum for the transaction of the business of the SPAC directors shall be a majority of the directors then in office, unless the directors fix some other number.		Board of Directors:    The quorum for the transaction of the business of the PubCo directors shall be two unless the directors fix some other number.

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Rights of SPAC Shareholders (a Cayman Islands exempted company)		Rights of PubCo Shareholders (a Cayman Islands Exempted Company)
Shareholders:    The holders of one-third of the issued and outstanding SPAC Ordinary Shares entitled to vote at the meeting are represented in person (including virtually) or by proxy shall be a quorum.		Shareholders:    The quorum consists of: (i) if PubCo has only one shareholder, that shareholder; or (ii) if PubCo has more than one shareholder, one or more shareholders holding shares that represent not less than one-third of the issued and outstanding shares carrying the right to vote at such general meeting, being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative of proxy.
Shareholder Meetings; Notice of Shareholder Meetings
The directors, the chief executive officer or the chairman of the board of directors of SPAC may call general meetings. At least five clear days’ notice must be given of any general meeting of SPAC. But a meeting may be convened on shorter notice if it is so agreed (i) in the case of an annual general meeting, by all of the SPAC Shareholders entitled to attend and vote thereat and (ii) in the case of an extraordinary general meeting, by a majority in number of the SPAC Shareholders having a right to attend and vote at the meeting, together holding not less than 95% in par value of the SPAC Ordinary Shares giving that right.		General meetings may be called by: (a) the PubCo directors at any time; or (b) any shareholder or shareholders entitled to attend and vote at general meetings of PubCo holding at least 10% of the rights to vote at a general meeting. At least five clear days’ notice must be given of any general meeting of PubCo. But a meeting may be convened on shorter notice with the consent of the shareholder or the shareholders who, individually or collectively, hold at least 75% of the voting rights of all those who have a right to vote at that meeting.
Protective Provisions
N/A.		For as long as the Inflection Point Entities (as defined in the PubCo A& Articles) collectively hold at least 20% of the PubCo Preferred Shares on issue as of the date of adoption of the PubCo A&R Articles, Series A Majority Consent, which requires the holders of more than 50%, by number, of the PubCo Preferred Shares in issue from time to time, is required to: (a) liquidate, dissolve or wind-up the affairs of PubCo (b) amend, alter or repeal the PubCo A&R Articles in a manner that materially and adversely affects the powers, preferences or rights attaching to the PubCo Preferred Shares; (c) create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other security convertible into or exercisable for any equity security, unless such security ranks junior to the PubCo Preferred Shares with respect to its rights, preferences and privileges (including rights to receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up); (d) increase the authorized share capital of the PubCo Preferred Shares;

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Rights of SPAC Shareholders (a Cayman Islands exempted company)		Rights of PubCo Shareholders (a Cayman Islands Exempted Company)
		(e) purchase or redeem or pay any cash dividend on any share ranking junior to the PubCo Preferred Shares (with respect to rights to receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up), except (i) for shares in the capital of PubCo being repurchased by PubCo at cost from employees in connection with the cessation of their service or pursuant to the terms of any equity incentive plan adopted by PubCo or (ii) if PubCo has made prior payment of the Preference Dividend (as defined in the PubCo A&R Articles) and so long as the PubCo Preferred Shares participate in such purchase, redemption or payment of cash dividend with the junior shares in the capital of PubCo; (f) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under an incentive plan, equity plan or equity-based compensation plan adopted by PubCo, or with respect to employment, consulting or award agreements with respect to executive officers or directors of PubCo, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of PubCo; or (g) incur or guarantee any new indebtedness other than equipment leases or trade payables incurred in the ordinary course of business; provided, however, that the PubCo Preferred Shares shall not be considered indebtedness for the purposes of this calculation.
Anti-Takeover Provisions
The SPAC Articles provide that the SPAC Board will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of the SPAC Board only by successfully engaging in a proxy contest at two or more annual general meetings. Subject to the SPAC Articles, the SPAC authorized but unissued SPAC Class A Shares and preference shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved SPAC Class A Shares and preference shares could render more difficult or discourage an attempt to obtain control of SPAC by means of a proxy contest, tender offer, merger or otherwise.		Some provisions of the PubCo A&R Articles may discourage, delay or prevent a change of control of PubCo or management that shareholders may consider favorable, including provisions that restrict the requisition of general meetings by shareholders holding less than 10% of the rights to vote at a general meeting.

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Rights of SPAC Shareholders (a Cayman Islands exempted company)		Rights of PubCo Shareholders (a Cayman Islands Exempted Company)
Amendments to Governing Documents
Pursuant to the Cayman Companies Act and the SPAC Articles, SPAC may by a special resolution passed by a majority of at least two-thirds of the votes cast at a general meeting of the holders of the SPAC Ordinary Shares alter or amend the SPAC Articles in whole or in part, except that any proposal to amend (i) the article in the SPAC Articles regarding the transfer by way of continuation of SPAC to a jurisdiction outside the Cayman Islands prior to an initial business combination or (ii) the article in the SPAC Articles regarding the right to appoint and remove directors prior to SPAC’s initial business combination, in each case, will require a special resolution passed by at least 90% of the SPAC Shareholders as, being entitled to do so, vote in person (including virtually) or, where proxies are allowed, by proxy at a general meeting (or by way of unanimous written resolution).		Pursuant to the Cayman Companies Act and the PubCo A&R Articles, PubCo may by special resolution (which has the meaning given to the term in the Cayman Companies Act) alter or amend the articles of association in whole or in part; provided that any amendment, alteration or repeal of the PubCo A&R Articles that materially and adversely affects the powers, preferences or rights attaching to the PubCo Preferred Shares shall also require the consent of the holders of more than 50%, by number, of the PubCo Preferred Shares in issue from time to time, which shall include the consent of Inflection Point Asset Management LLC and its affiliates.
Liquidation
If SPAC is wound up, the SPAC Shareholders may, subject to the SPAC Articles and any other approval required by the Cayman Companies Act, pass a special resolution allowing the liquidator to do either or both of the following: (i) to divide in specie among the SPAC Shareholders the whole or any part of the assets of SPAC and, for that purpose, to value any assets and to determine how the division shall be carried out as between the SPAC Shareholders or different classes of SPAC Shareholders; (ii) to vest the whole or any part of the assets in trustees for the benefit of SPAC Shareholders and those liable to contribute to the winding up.		If PubCo is wound up, the shareholders may, subject to the PubCo A&R Articles and any other sanction required by the Cayman Companies Act, pass a special resolution allowing the liquidator to do either or both of the following: (i) to divide in specie among the shareholders the whole or any part of the assets of PubCo and, for that purpose, to value any assets and to determine how the division shall be carried out as between the shareholders or different classes of shareholders; (ii) to vest the whole or any part of the assets in trustees for the benefit of shareholders and those liable to contribute to the winding up. The directors have the authority to present a petition for the winding up of PubCo to the Grand Court of the Cayman Islands on behalf of PubCo without the sanction of a resolution passed at a general meeting.

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CAYMAN ISLANDS EXEMPTED COMPANY CONSIDERATIONS

PubCo is an exempted company with limited liability under the Cayman Companies Act. The Cayman Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

• annual reporting requirements are minimal and consist mainly of a statement that the company has conducted its operations mainly outside of the Cayman Islands and has complied with the provisions of the Cayman Companies Act;

• an exempted company’s register of members is not open to inspection;

• an exempted company does not have to hold an annual general meeting;

• an exempted company may issue shares with no par value;

• an exempted company may obtain an undertaking against the imposition of any future taxation in the Cayman Islands (such undertakings are usually given for 20 or 30 years in the first instance);

• an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

• an exempted company may register as a limited duration company; and

• an exempted company may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Register of Members

Under the Cayman Companies Act, PubCo must keep a register of members containing the following information:

• the names and addresses of the members of PubCo, a statement of the shares held by each member, which:

• distinguishes each share by its number (so long as the share has a number);

• confirms the amount paid, or agreed to be considered as paid, on the shares of each member;

• confirms the number and category of shares held by each member; and

• confirms whether each relevant category of shares held by a member carries voting rights under the PubCo A&R Articles, and if so, whether such voting rights are conditional;

• the date on which the name of any person was entered on the register as a member; and

• the date on which any person ceased to be a member.

For these purposes, “voting rights” means rights conferred on shareholders, including the right to appoint or remove directors, in respect of their shares to vote at general meetings of the company on all or substantially all matters. A voting right is conditional where the voting right arises only in certain circumstances.

Under Cayman Islands law, the register of members of an exempted company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of the Business Combination, PubCo’s register of members will be immediately updated to reflect the issue of PubCo Ordinary Shares and PubCo Preferred Shares. Once PubCo’s register of members has been updated, the shareholders recorded in the

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register of members will be deemed to have legal title to the PubCo Ordinary Shares and PubCo Preferred Shares set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by an exempted company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect of the PubCo Ordinary Shares or PubCo Preferred Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

Anti-Money Laundering, Counter Terrorist Financing, Prevention of Proliferation Financing and Financial Sanctions Compliance — Cayman Islands

In order to comply with legislation or regulations aimed at the prevention of money laundering and terrorist financing, PubCo is required to adopt and maintain anti-money laundering procedures, and will require current or prospective shareholders to provide evidence to verify their identity, address and source of funds. Where permitted, and subject to certain conditions, PubCo may also delegate the maintenance of its anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.

PubCo reserves the right to request such information and evidence as is necessary to verify the identity, address and source of funds of a current or prospective shareholder.

In the event of delay or failure on the part of the prospective shareholder in producing any information or evidence required for verification purposes, PubCo may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited. PubCo will not be liable for any loss suffered by a prospective shareholder arising as a result of a refusal of, or delay in processing, an application from a prospective shareholder if such information and documentation requested has not been provided by the prospective shareholder in a timely manner.

If any person resident in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct, is involved with terrorism or terrorist property or proliferation financing or is the business combination partner of a financial sanction and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (Revised) of the Cayman Islands if the disclosure relates to criminal conduct, money laundering or proliferation financing or is the business combination partner of a financial sanction; or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (Revised) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report will not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise. We reserve the right to refuse to make any payment to a shareholder if our directors or officers suspect or are advised that the payment to such shareholder might result in a breach of applicable anti-money laundering, counter-terrorist financing, prevention of proliferation financing and financial sanctions or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.

Should a shareholder or its duly authorized delegates or agents be, or become (or is believed by the company or its affiliates (“Agents”) to be or become) at any time while it owns or holds an interest in the company, (a) an individual or entity named on any sanctions list maintained by the United Kingdom (including as extended to the Cayman Islands by Orders in Council) or the Cayman Islands or any similar list maintained under applicable law or is otherwise subject to applicable sanctions in the Cayman Islands (a “Sanctions Subject”) or (b) an entity owned or controlled directly or indirectly by a Sanctions Subject, as determined by the company in its sole discretion, then (i) the company or its Agents may immediately and without notice to the shareholder cease any further dealings with the shareholder or freeze any dealings with the interests or accounts of the shareholder (e.g., by prohibiting payments by or to the shareholder or restricting or suspending dealings with the interests or accounts) or freeze the assets of the company (including interests or accounts of other shareholders who are not Sanctions Subjects), until the relevant person ceases to be a Sanctions Subject or a license is obtained under applicable law to continue such dealings (a “Sanctioned Persons Event”), (ii) the company and its Agents may be required to report such action or failure to comply with information requests and to disclose the shareholder’s identity (and/or the identity of the shareholder’s beneficial

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owners and control persons) to the Cayman Islands Monetary Authority, the Cayman Islands Financial Reporting Authority, or other applicable governmental or regulatory authorities (without notifying the shareholder that such information has been so provided) and (iii) the company and its Agents have no liability whatsoever for any liabilities, costs, expenses, damages and/or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of revenue, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) incurred by the shareholder as a result of a Sanctioned Persons Event.

Economic Substance — Cayman Islands

The International Tax Co-operation (Economic Substance) Act (Revised) (the “Economic Substance Act”) came into force in the Cayman Islands in January 2019, introducing certain economic substance and related reporting requirements for in-scope Cayman Islands entities which are engaged in certain geographically mobile business activities (“relevant activities”). As we are a Cayman Islands exempted company, compliance obligations under the Economic Substance Act include filing annual notifications (and, if required, returns) with the Cayman Islands Tax Information Authority, in which we need to report, among other things, whether we are carrying out any relevant activities and if so, whether we have satisfied the applicable economic substance test (under the Economic Substance Act) in relation to such relevant activities (“ES Test”). It is anticipated that our Company will not be engaging in any “relevant activities” and will therefore not be required to meet the ES Test or will otherwise only be engaged in a relevant activity in its capacity as a pure equity holding company such that it will be subject to a reduced ES Test under and in accordance with the Economic Substance Act. However, the Economic Substance Act has been subject to certain amendments since its commencement and, as it reflects a relatively new regime, it is anticipated that the Economic Substance Act may continue to evolve over time and may be subject to further amendments. Failure to satisfy applicable requirements as set out in the Economic Substance Act may subject us to enforcement action (including administrative penalties) under the Economic Substance Act.

Data Protection — Cayman Islands

We have certain duties under the Data Protection Act (Revised) of the Cayman Islands, as amended from time to time and any regulations, codes of practice, or orders promulgated pursuant thereto (the “DPL”) based on internationally accepted principles of data privacy.

Privacy Notice

Introduction

This privacy notice puts our shareholders on notice that through your investment in the company you will provide us with certain personal information which constitutes personal data within the meaning of the DPL (“personal data”). In the following discussion, the “company” refers to us and our affiliates and/or delegates, except where the context requires otherwise.

We are committed to processing personal data in accordance with the DPL. In our use of personal data, we will be characterized under the DPL as a “data controller,” whilst certain of our service providers, affiliates, and delegates may act as “data processors” under the DPL. These service providers may process personal data for their own lawful purposes in connection with services provided to us. For the purposes of this Privacy Notice, “you” or “your” shall mean the shareholder and shall also include any individual connected to the shareholder.

By virtue of your investment in the company, we and certain of our service providers may collect, record, store, transfer, and otherwise process personal data by which individuals may be directly or indirectly identified. We may combine personal data that you provide to us with personal data that we collect from, or about you. This may include personal data collected in an online or offline context including from credit reference agencies and other available public databases or data sources, such as news outlines, websites and other media sources and international sanctions lists.

Your personal data will be processed fairly and for lawful purposes, including (a) where the processing is necessary for us to perform a contract to which you are a party or for taking pre-contractual steps at your request, (b) where the processing is necessary for compliance with any legal, tax, or regulatory obligation to which we are subject, (c) where the processing is for the purposes of legitimate interests pursued by us or by a service provider to whom the data are

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disclosed, or (d) where you otherwise consent to the processing of personal data for any other specific purpose. As a data controller, we will only use your personal data for the purposes for which we collected it. If we need to use your personal data for an unrelated purpose, we will contact you.

We anticipate that we will share your personal data with our service providers for the purposes set out in this privacy notice. We may also share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share your personal data with regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory including to any other person where we have a public or legal duty to do so (e.g. to assist with detecting and preventing fraud, tax evasion, and financial crime or compliance with a court order).

Your personal data shall not be held by the company for longer than necessary with regard to the purposes of the data processing.

We will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPL. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that data.

We will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction, or damage to the personal data.

Investor Data

We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.

In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPL, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided to us.

We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.

Who this Affects

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment in the company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them of its content.

How the Company May Use a Shareholder’s Personal Data

The company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular:

• where this is necessary for the performance of our rights and obligations under any purchase agreements;

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• where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering, counter terrorist financing, prevention of proliferation financing, financial sanctions and FATCA/CRS requirements); and/or

• where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.

Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.

Why We May Transfer Your Personal Data

In certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.

We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the United States, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.

The Data Protection Measures We Take

Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPL.

We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.

We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.

Rights of Individual Data Subjects

Individual data subjects have certain data protection rights, including the right to:

• be informed about the purposes for which your personal data are processed;

• access your personal data;

• stop direct marketing;

• restrict the processing of your personal data;

• have incomplete or inaccurate personal data corrected;

• ask us to stop processing your personal data;

• be informed of a personal data breach (unless the breach is unlikely to be prejudicial to you);

• complain to the Data Protection Ombudsman; and

• require us to delete your personal data in some limited circumstances.

If you consider that your personal data has not been handled correctly, or you are not satisfied with our responses to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by email at info@ombudsman.ky or by accessing their website here: ombudsman.ky.

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Enforceability of Civil Liabilities

PubCo is an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the U.S. courts against our directors or officers.

Our corporate affairs will be governed by the PubCo A&R Articles, the Cayman Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

PubCo has been advised by Ogier (Cayman) LLP, its Cayman Islands legal counsel, that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of courts of the United States obtained against it or its directors or officers predicated upon the civil liability provisions of the federal securities laws of the United States or any state in the United States; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against it predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature or otherwise contrary to Cayman Islands public policy. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States, the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given, provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment (i) must be final and conclusive, (ii) must be given by a court of competent jurisdiction (the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction), and (iii) must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, PubCo’s shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a U.S. company.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

GOWell

The following are the related parties with whom the Company engaged in transactions during the relevant reporting periods:

Name of related parties		Relationship with the Company
Xi’an Gewei Petroleum Equipment Co., Ltd.		Entity controlled by Mr. Xi Zhang
Hegro Well PTE. Ltd.		Subsidiary of Xi’an Gewei
GOWell Wireline Technology de México S de RL de CV		Subsidiary of Xi’an Gewei
GOWell Energy Solutions Inc.		Subsidiary of Xi’an Gewei
Xi’an Offshore Petroleum Equipment Technology Co. Ltd		Subsidiary of Xi’an Gewei
GOWell Energy Technologies LLC*		Subsidiary of Xi’an Gewei

____________

* Entity dissolved as of February 4, 2025.

Intercompany Commission (Management) Agreement

Xi’an Gewei and certain of its affiliates, including GOWell Technology Singapore PTE. Ltd., GOWell International, LLC, GOWell Oilfield Technology Canada Ltd., and GOWell Oilfield Technology FZE (UAE) (each an “Commission Agreement Affiliate”), are parties to an Intercompany Commission (Management) Agreement (the “Commission Agreement”) dated January 1, 2025. Under the Commission Agreement, Xi’an Gewei retains the Commission Agreement Affiliates to provide sales, rental, and ancillary services to the subsidiaries of Xi’an Gewei’s customers outside of China. In exchange for such services, Xi’an Gewei pays the Commission Agreement Affiliates a commission equal to 20% of any invoice submitted by Xi’an Gewei’s customers for services that are performed by the Commission Agreement Affiliate outside of China. The Commission Agreement has a one-year term and automatically renews for additional one-year periods unless either party provides 30 days’ prior written notice. The Commission Agreement may not be assigned without the prior written consent of the other parties and may be amended only by a written instrument signed by each party. The Commission Agreement terminates automatically if Xi’an Gewei ceases to be a member of the corporate group to which the Commission Agreement Affiliates belong. The governing law of the Commission Agreement is the State of Texas.

Intercompany Management Agreement

GOWell International, LLC and certain of its affiliates, including GOWell Oilfield Technology FZE and GOWell Oilfield Technology Canada Ltd. (each an “Management Agreement Affiliate”) are parties to an Intercompany Management Agreement dated April 1, 2024 (the “Management Agreement”). Under the Management Agreement, GOWell International, LLC provides management and administrative services to the Management Agreement Affiliates (the “Management Services”). Each Management Agreement Affiliate of the Company pays GOWell International, LLC a management fee equal to 6% of such affiliate’s revenues, representing an intercompany charge intended to reflect arm’s-length terms. GOWell International, LLC is not liable for indirect, consequential, or punitive damages arising out of the provision of the Management Services. GOWell International, LLC and the Management Agreement Affiliates must provide reasonable cooperation to enable performance under the Management Agreement. The Management Agreement automatically renews annually unless terminated with 30 days’ prior written notice. Assignments are prohibited without prior written consent. The governing law of the Management Agreement is the State of Texas.

GOWell has historically extended interest-free loans and advances to affiliates and related parties. During the years ended December 31, 2025 and 2024, the Company entered into a series of related party transactions with its subsidiaries and affiliated entities, including Xi’an Gewei, GOWell Wireline Technology de México S de RL de CV, GOWell Energy Technologies LLC, and GOWell Energy Solutions Inc., consisting primarily of (1) the sale and purchase of logging equipment and spare parts, (2) the provision of interpretation and other services, (3) equipment leasing arrangements, (4) advances made on behalf of related parties, (5) loan repayments, (6) net settlement arrangements, and (7) dividends to shareholders. As of the date hereof, there is an outstanding balance with only Xi’an Offshore Petroleum Equipment Technology Co, Ltd and Xi’an Gewei.

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As of December 31, 2025, the Company had outstanding trade payables and other balances of $4,526,001 with its related parties arising from ordinary-course transactions and historical financing arrangements. The related parties for the period included: (1) Xi’an Gewei, and (2) Xi’an Offshore Petroleum Equipment Technology Co, Ltd.

As of December 31, 2024 and 2023, the Company had outstanding trade payables and other balances of $8,170,337 and $12,434,096, respectively, with its related parties arising from ordinary-course transactions and historical financing arrangements. The related parties for the periods ended December 31, 2025 and 2024 included (1) Xi’an Gewei and (2) Xi’an Offshore Petroleum Equipment Technology Co, Ltd.

The Company also had current amounts due to Xi’an Offshore Petroleum Equipment Technology Co, Ltd, a related party of the Company of $80,231 as of December 31, 2025, representing no change as compared to December 31, 2024, for an unsecured, interest-free loan that is repayable on demand.

The Company also maintained non-current amounts due to related parties consisting of an interest-free loan from Xi’an Gewei, which amounted to $386,042 as of December 31, 2025, compared to $4,228,135 as of December 31, 2024. This loan was originally expected to mature in December 2026 but remains subject to early repayment depending on the Company’s liquidity position.

During the year ended December 31, 2025, and the years ended December 31, 2024, the Company entered into routine net settlement agreements with Xi’an Gewei, GOWell Wireline Technology de México S de RL de CV, and GOWell Energy Technologies LLC, pursuant to which intercompany receivables due from these related parties were offset against amounts payable by the Company to Xi’an Gewei. The net amounts settled under these arrangements totaled approximately $1,771,991 for the year ended 2025, and $1,796,080 for the year ended 2024.

For the year ended December 31, 2025, the Company paid a one-tier tax-exempt interim dividend of $5,000,000 to Hegro Well PTE. Ltd., a shareholder of the Company.

Employment Agreements and Indemnification Agreements

See “Management of PubCo after the Business Combination.”

The Incentive Plan

See “Proposal No. 4 — The Incentive Plan Proposal.”

SPAC

Founder Shares

On June 1, 2024, the Prior Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering and formation costs in exchange for 8,050,000 Founder Shares. On December 19, 2024, the Prior Sponsor forfeited an aggregate of 5,031,250 Founder Shares for no consideration, resulting in there being an aggregate of 3,018,750 Founder Shares outstanding, with up to 393,750 Founder Shares subject to surrender and forfeiture depending on the extent to which the Representatives’ over-allotment option is exercised. On February 14, 2025, simultaneously with the closing of the IPO, the Representatives fully exercised their over-allotment option, and accordingly, the 393,750 Founder Shares are no longer subject to surrender and forfeiture. The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 8,625,000 SPAC Class A Shares if the Representatives’ over-allotment option was exercised in full, and therefore that such Founder Shares would represent approximately 26% of the issued and outstanding SPAC Ordinary Shares after the IPO.

On September 9, 2025, the Prior Sponsor entered into the Securities Transfer Agreement with the New Sponsor, pursuant to which the Prior Sponsor agreed to sell, and the New Sponsor agreed to purchase, an aggregate of 990,000 Founder Shares for an aggregate purchase price of $1,300,000, or approximately $1.31 per share, and assigned the Sponsor Loan to New Sponsor for $500,000. Simultaneously with the sale by the Prior Sponsor of such Founder Shares, the Prior Sponsor converted the 2,028,750 Founder Shares retained by it on a one-for-one basis into SPAC Class A Shares.

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Pursuant to the Amended & Restated Letter Agreement, each of the Sponsors, and directors and officers of the SPAC have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares or SPAC Class A Shares issuable upon conversion thereof until the earliest of (i) one year after the completion of a business combination or earlier if, subsequent to a business combination, the closing price of the SPAC Class A Shares (or shares of common equity of the combined company) equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any consecutive 30-trading day period commencing at least 150 days after the business combination and (ii) subsequent to a business combination, the date on which the SPAC consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the SPAC Shareholders having the right to exchange their SPAC Class A Shares for cash, securities or other property. Upon the Closing of the Business Combination, such lock-up will be superseded and replaced by the General Lock-Up Period included in the Lock-Up Agreement. See “Ancillary Documents — Sponsor Lock-Up Agreement.”

Private Placement of Units

Simultaneously with the closing of the IPO, the Prior Sponsor and the Representatives purchased 265,625 Units in a private placement at a price of $10.00 per unit, or $2,656,250 in the aggregate.

The Private Placement Units purchased in the private placement may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until thirty (30) days after the completion of a business combination. Upon the Closing of the Business Combination, such lock-up will be superseded and replaced by the Private Placement Lock-Up Period included in the Lock-Up Agreement. See “Ancillary Document — Sponsor Lock-Up Agreement.”

Working Capital Loans

On February 12, 2025, the SPAC issued the Sponsor Loan in the form of an unsecured non-convertible Promissory Note to the Prior Sponsor, pursuant to which the SPAC borrowed an aggregate principal amount of $500,000. On September 9, 2025, in connection with the Sponsor Transaction, pursuant to the Securities Transfer Agreement, the Prior Sponsor assigned its rights and obligations under the Sponsor Loan to the New Sponsor. On January 7, 2026 and April 2, 2026, SPAC and the New Sponsor entered into amendments to the Promissory Note, which increased the aggregate principal amount of the Promissory Note to $800,000 to reflect $300,000 of additional advances made by the New Sponsor to the SPAC for working capital. The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $500,000 Sponsor Loan, only upon the closing of the SPAC’s initial business combination and, with respect to the additional $300,000 of loans, upon the earlier of the closing of the SPAC’s initial business combination and its liquidation. The Promissory Note may not be prepaid and no proceeds held in the Trust Account would be used to repay the Promissory Note.

In addition, in order to finance transaction costs in connection with the Business Combination, the New Sponsor or certain of the SPAC’s officers and directors may, but are not obligated to, provide the SPAC with Working Capital Loans. If the SPAC completes the Business Combination, the SPAC would repay any such Working Capital Loans out of the proceeds of the Trust Account released to the SPAC, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units sold in the private placement consummated simultaneously with the IPO. In the event that we do not consummate an initial business combination during the completion window, and we liquidate and wind up, the SPAC may use a portion of proceeds held outside the Trust Account to repay any such Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of the date of this proxy statement/prospectus, SPAC had no outstanding borrowings under Working Capital Loans.

Administrative Services Agreement

The Administrative Services Agreement, dated February 12, 2025, by and between the SPAC and the Prior Sponsor (the “Administrative Services Agreement”), required the SPAC to pay the Prior Sponsor a total of $1,667 per month for office space, utilities and secretarial and administrative services, commencing on February 12, 2025, and extending through the earlier of the consummation of the SPAC’s initial business combination and the SPAC’s liquidation.

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On September 9, 2025, the SPAC and the Prior Sponsor entered into the termination agreement (the “Termination Agreement”), pursuant to which the SPAC terminated the Administrative Services Agreement, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder.

Sponsor Indemnification Agreement

On September 9, 2025, in connection with the Sponsor Transaction, the SPAC and the New Sponsor entered into the Sponsor Indemnification Agreement, pursuant to which the SPAC will indemnify, exonerate and hold harmless the New Sponsor and its shareholders, members, directors, managers, officers, control persons, affiliates, agents, advisors, consultants and representatives (each, an “Indemnified Person”) from and against any and all claims, losses, liabilities, obligations, judgments, settlements, fees, costs, expenses, and the like, arising out of or relating to any pending or threatened claim, action, suit, proceeding, or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arise out of or relates to the SPAC’s operations or conduct of its business, the SPAC’s initial business combination, the New Sponsor’s ownership of equity interests of the SPAC, and/or any claim against an Indemnified Person alleging any expressed or implied management, control or endorsement of any activities of the SPAC, or any express or implied association with the SPAC or any of its affiliates. The Indemnification Agreement will not however apply to claims arising primarily out of (a) any breach by such Indemnified Person of any other agreement between such Indemnified Person and the SPAC, or (b) the willful misconduct, gross negligence or bad faith of such Indemnified Person.

PubCo Management Team Payments

In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain of SPAC’s officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo, and pursuant to the Business Combination Agreement, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to such persons as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up.

Additionally, after the Closing, the SPAC’s directors or members of our management team who are engaged or employed by PubCo may be paid further consulting or management fees from PubCo.

We have not established any limit on the amount of such fees that may be paid by PubCo to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the Business Combination, because the PubCo Board will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the SPAC Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on the SPAC Board.

Agreements Related to the Business Combination

The SPAC Holders’ Support Agreement

In connection with the execution of the Business Combination Agreement, on October 13, 2025, the SPAC entered into a support agreement with the Sponsors and Representatives. Pursuant to the SPAC Holders’ Support Agreement, each of the Prior Sponsor, New Sponsor, Cohen, and Seaport, agreed to, among other things, (a) vote any SPAC Ordinary Shares held by such Sponsor or Representative, as applicable, in favor of the Shareholder Approval Matters at any meeting of the SPAC Shareholders to be called for approval of the Transactions (b) waive its anti-dilution rights under SPAC Articles, (c) waive its dissenter rights under Section 238 of the Cayman Companies Act and any other similar statute, (d) be bound by certain other covenants and agreements related to the Transactions, including, among other things, to not exercise their redemption rights with respect to any SPAC Ordinary Shares held by them, to not modify or amend any contract between the applicable Sponsor or Representative and the SPAC and take all actions as reasonably necessary to consummate the Transactions, and (e) be bound by certain transfer restrictions with respect

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to the securities owned by such Sponsor or Representative, as applicable, in each case, on the terms and subject to the conditions set forth in the SPAC Holders’ Support Agreement. The SPAC Holders’ Support Agreement also provides that each of the Sponsors and Representatives has agreed irrevocably to waive its redemption rights in connection with the consummation of the Transactions with respect to any Sponsor Subject Securities they may hold. The SPAC Holders’ Support Agreement expires upon the earlier of the First Merger Effective Time and the termination of the Business Combination Agreement.

Signing PIPE Subscription Agreement

In connection with the transactions contemplated by the Business Combination Agreement, GOWell entered into the Signing PIPE Subscription Agreement with the New Sponsor, pursuant to which the New Sponsor agreed to purchase approximately $20 million of Company Preferred Shares and Company Warrants, which transactions were consummated concurrently with the execution of the Business Combination Agreement.

Lock-Up Agreement

In connection with the Closing, the Sponsors and Representatives will enter into the SPAC Lock-Up Agreement, providing that each of the Sponsors, Representatives and Insiders will not, subject to certain customary exceptions, transfer (i) the General Lock-Up Securities during the General Lock-Up Period or (ii) the Private Placement Lock-Up Securities during the Private Placement Lock-Up Agreement. While the SPAC and GOWell currently expect that all of the General Lock-Up Securities and Private Placement Lock-Up Securities held by the Sponsors, Representatives, and Insiders will be subject to the above-described transfer restrictions, the SPAC and GOWell may mutually determine to exclude from such lock-ups some or all of such securities if deemed necessary or desirable. If SPAC and GOWell waive any such lock-up, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the deadline for submitting redemption requests or the EGM.

The New Registration Rights Agreement

The Business Combination Agreement contemplates that, at the Closing, PubCo, the GOWell Shareholder, the Sponsors, SPAC, the PIPE Investors, and the other parties signatory thereto will enter into the New Registration Rights Agreement, pursuant to which PubCo will, from time to time, register for resale the Registrable Securities. Pursuant to the New Registration Rights Agreement, among other things, PubCo will agree to file a Shelf Registration Statement registering the sale or resale of all of the Registrable Securities no later than 30 days after the Closing. Additionally, (x) Holders of at least a majority-in-interest of the then outstanding number of Registrable Securities, (y) the New Sponsor and (z) affiliates of the New Sponsor may make written demands for registration under the Securities Act of all or part of their Registrable Securities, provided that the Registrable Securities are no longer subject to lock-up and at least 12 months have passed since the filing of the Form 10 information (as defined in Rule 144(i)(3) of the Securities Act) with the SEC. Pursuant to the New Registration Rights Agreement, PubCo will also provide customary “piggyback” registration rights, subject to certain requirements and customary conditions. The New Registration Rights Agreement also provides that PubCo will pay certain expenses relating to such registrations and indemnify the shareholders against certain liabilities. The New Registration Rights Agreement will terminate upon the earlier of the tenth (10th) anniversary of the date of the New Registration Rights Agreement, the date as of which no Registrable Securities remain outstanding, and with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. For more information, see “Ancillary Documents — New Registration Rights Agreement.”

Policies and Procedures for Related Persons Transactions

PubCo

At the closing of the Business Combination, PubCo will adopt a related party transaction approval policy and PubCo’s audit committee will be responsible for the review, consideration and approval or ratification of related party transactions. A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which PubCo was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of PubCo’s total assets at year-end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which

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a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) PubCo’s directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of PubCo’s voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. It is also anticipated that PubCo will have policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time.

GOWell

GOWell has not adopted a formal policy regarding the approval of transactions with related parties. To date, all disclosable transactions with related parties have been approved by the directors who are not interested in such transactions, or by interested directors who have duly declared their interests in such transactions, in accordance with the Company’s memorandum and articles of association and applicable Cayman Islands law.

SPAC

The audit committee of the SPAC Board has adopted a policy setting forth the policies and procedures for its review and approval or ratification of transactions with related parties. A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the SPAC was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the SPAC’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) the SPAC’s directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of the SPAC’s voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes the SPAC’s code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the SPAC and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, the SPAC’s may consummate related party transactions only if the SPAC’s audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

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BENEFICIAL OWNERSHIP OF PUBCO

The following table sets forth information regarding (i) the actual beneficial ownership of SPAC Ordinary Shares as of August 10, 2026, (ii) the actual beneficial ownership of Company Ordinary Shares and Company Preferred Shares as of August 10, 2026, and (ii) expected beneficial ownership of PubCo Ordinary Shares immediately following the Business Combination and Proposed PIPE Investment, assuming that no SPAC Ordinary Shares are redeemed, and alternatively the maximum number of SPAC Ordinary Shares are redeemed, by:

• each person who is, or is expected to be, the beneficial owner of more than 5% of the outstanding PubCo Ordinary Shares immediately after the Closing;

• each person who will become an executive officer or director of PubCo immediately after the Closing; and

• all current executive officers and directors of SPAC, as a group, all current executive officers and directors of GOWell, as a group, and all executive officers and directors of PubCo immediately after the Closing, as a group.

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, common shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all of the common shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.

Beneficial ownership of SPAC Ordinary Shares pre-Business Combination is based on 10,919,375 SPAC Class A Shares and 990,000 SPAC Class B Shares outstanding as of August 10, 2026.

Beneficial ownership of GOWell pre-Business Combination is based on 30,000,000 Company Ordinary Shares outstanding as of August 10, 2026.

The expected beneficial ownership of PubCo Ordinary Shares post-Business Combination is based on 46,740,180 PubCo Ordinary Shares issued and outstanding, assuming No Redemptions and 38,115,180 PubCo Ordinary Shares issued and outstanding, assuming Maximum Redemptions (as more fully described under “Unaudited Pro Forma Condensed Combined Financial Information” herein). If the actual facts are different than these assumptions, the numbers in the below table will be different.

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Unless otherwise indicated, PubCo believes that all persons named in the table below have sole voting and investment power with respect to all shares of capital stock beneficially owned by them. To PubCo’s knowledge, no PubCo Ordinary Shares beneficially owned by any executive officer, director or director nominee have been pledged as security.

Name and Address of Beneficial Owner(1)		Pre-Business Combination										Post-Business Combination
												Assuming No Redemptions					Assuming Maximum Redemptions
		Number of SPAC Ordinary Shares		% of SPAC Ordinary Shares			Number of GOWell Ordinary Shares		% of GOWell Ordinary Shares			Number of PubCo Ordinary Shares		% of PubCo Ordinary Shares			Number of PubCo Ordinary Shares		% of PubCo Ordinary Shares
Executive Officers and Directors of SPAC
Michael Blitzer(2)		—		—	%		—		—	%		3,315,938		7.1	%		3,315,938		8.7	%
Kevin Shannon(3)		—		—	%		—		—	%		1,105,312		2.4	%		1,105,312		2.9	%
Zikang Wu		—		—	%		—		—	%		—		—	%		—		—	%
William Denkin(4)		—		—	%		—		—	%		20,000		*			20,000		*
Steven Tannenbaum(4)		—		—	%		—		—	%		20,000		*			20,000		*
Carolyn Trabuco(4)		—		—	%		—		—	%		20,000		*			20,000		*
All Executive Officers and Directors of SPAC as a Group (6 persons)		—		—	%		—		—	%		4,481,250		9.6	%		4,481,250		11.8	%
Executive Officers and Directors of GOWell
Guillaume Borrel		—		—	%		—		—	%		—		—	%		—		—	%
Adrian Mendoza		—		—	%		—		—	%		—		—	%		—		—	%
Mike Reed		—		—	%		—		—	%		—		—	%		—		—	%
Kevin Colby		—		—	%		—		—	%		—		—	%		—		—	%
Sébastien Roche		—		—	%		—		—	%		—		—	%		—		—	%
Xi Zhang(5)		—		—	%		30,000,000		100.0	%		28,571,430		61.1	%		28,571,430		75.0	%
Wenhua Liu(5)		—		—	%		30,000,000		100.0	%		28,571,430		61.1	%		28,571,430		75.0	%
All Executive Officers and Directors of GOWell as a Group (7 persons)		—		—	%		30,000,000		100.0	%		28,571,430		61.1	%		28,571,430		75.0	%
5% and Greater Shareholders of GOWell
Hegro Well Pte. Ltd.(5)		—		—	%		30,000,000		100.0	%		28,571,430		61.1	%		28,571,430		75.0	%
Inflection Point Fund I, LP(6)		990,000		8.3	%		3,137,255		9.5	%		4,127,255		8.1	%		4,127,255		9.8	%
Executive Officers and Directors of PubCo
Guillaume Borrel		—		—	%		—		—	%		—		—	%		—		—	%
Adrian Mendoza		—		—	%		—		—	%		—		—	%		—		—	%
Mike Reed		—		—	%		—		—	%		—		—	%		—		—	%
Kevin Colby		—		—	%		—		—	%		—		—	%		—		—	%
Sébastien Roche		—		—	%		—		—	%		—		—	%		—		—	%
Xi Zhang(7)		—		—	%		30,000,000		100.0	%		28,571,430		61.1	%		28,571,430		75.0	%
Wenhua Liu(7)		—		—	%		30,000,000		100.0	%		28,571,430		61.1	%		28,571,430		75.0	%
Kevin Shannon		—		—	%		—		—	%		1,105,312		2.4	%		1,105,312		2.9	%
Anna Jones		—		—	%		—		—	%		—		—	%		—		—	%
Wendy Hayes		—		—	%		—		—	%		—		—	%		—		—	%
Imran Kizilbash		—		—	%		—		—	%		—		—	%		—		—	%
All Executive Officers and Directors of PubCo as a Group (11 persons)		—		—			30,000,000		100.0	%		29,731,998		63.5	%		29,731,998		77.9	%
5% and Greater Shareholders
Hegro Well Pte. Ltd.(7)		—		—			300,000,000		100.0	%		28,571,430		61.2	%		28,571,430		75.0	%
Alyeska Master Fund, L.P.(8)		—		—			—		—	%		5,135,713		9.9	%		4,188,016		9.9	%
Inflection Point Fund I, LP(6)		990,000		8.3	%		3,137,255		9.5	%		4,127,255		8.6	%		4,127,255		9.8	%
Maywood Sponsor, LLC(9)		2,153,750		18.1	%		—		—	%		2,178,750		4.7	%		2,178,750		5.7	%
W. R. Berkley Corporation(10)		981,096		8.2	%		—		—	%		981,096		2.1	%		—		—	%
Linden Advisors L.P.(11)		875,716		7.4	%		—		—	%		875,716		1.9	%		—		—	%
Karpus Management, Inc.(12)		1,016,543		8.5	%		—		—	%		1,016,543		2.2	%		—		—	%

____________

* Less than one percent.

(1) Unless otherwise noted, the business address of each officer and director of SPAC is 167 Madison Avenue, Suite 205 #1017, New York, NY 10016, and the business address of each officer and director of GOWell is 1 BULIM Lane2, #04-51/54, Singapore 648110.

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(2) Post-Business Combination interests include 3,315,938 PubCo Restricted Shares.

(3) Post-Business Combination interests consist of 1,105,312 PubCo Restricted Shares.

(4) Post-Business Combination interests consist of 20,000 PubCo Restricted Shares.

(5) Represents 30,000,000 Company Ordinary Shares held by Hegro. Hegro is wholly owned by Xi’an Gewei, an entity controlled by Mr. Xi Zhang. As a result, both Mr. Xi Zhang and Mr. Wenhua Liu are deemed to be beneficial owners of the shares held of record by Hegro. The address for Hegro is 190 Middle Road, #15-01, Fortune Centre, Singapore 188979.

(6) Prior to the Business Combination, SPAC interests shown consist solely of Founder Shares, and GOWell interests consist of the New Sponsor’s $20 million investment in the Signing PIPE Investment. Founder Shares will automatically convert into SPAC Class A Shares and subsequently will automatically convert into PubCo Ordinary Shares at the First Merger Effective Time. Post-Business Combination interests consist of, in both the No Redemptions and Maximum Redemptions Scenarios, on an as-converted basis, 4,127,255 PubCo Ordinary Shares held by New Sponsor, which consists of 990,000 Founder Shares, 2,156,863 PubCo Ordinary Shares upon conversion of 2,464,986 PubCo Preferred Shares received upon exchange of the 2,352,941 Company Preferred Shares purchased in the Signing PIPE Investment (assuming $25,882,353 of Accrued Value which represents the Stated Value plus an assumed 12 months of PIK dividends, and using a Redemption Price of $10.50, representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026), and 980,392 PubCo Ordinary Shares upon the cash exercise of the 980,392 PubCo Warrants following their exchange for the Company Warrants purchased in the Signing PIPE Investment. The Earnout Shares are not included because they will not be outstanding as of the Closing of the Business Combination. The New Sponsor has elected to be subject to a 9.9% beneficial ownership limitation pursuant to the terms of the PubCo A&R Articles. Inflection Point Fund I LP, the New Sponsor, is the record holder of such shares. Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of New Sponsor. Voting and dispositive power over securities beneficially owned by New Sponsor are vested in an investment committee of three members, including Michael Blitzer, the Company’s Chief Executive Officer and Chairman of the Company’s Board, Kevin Shannon, the Company’s Chief Operating Officer, and a third individual who does not have, and has not had during the past three years, any relationship with the Company or any of its predecessors or affiliates. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity’s securities. The business address of the New Sponsor is 1680 Michigan Ave, Suite 700 #1016, Miami Beach, FL 33139.

(7) Represents the Company Consideration Shares issuable to Hegro in the Business Combination. The Company Consideration Shares are derived by dividing $300,000,000 by the Redemption Price. For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares. The Earnout Shares are not included because they will not be outstanding as of the Closing of the Business Combination. The address for Hegro Well Pte. Ltd. or Hegro is 190 Middle Road, #15-01, Fortune Centre, Singapore 188979. Hegro is wholly owned by Xi’an Gewei, an entity controlled by Mr. Xi Zhang. Xi Zhang and Wenhua Liu are both beneficial owners of the shares held of record by Hegro.

(8) Consists of PubCo Ordinary Shares issuable upon the conversion of PubCo Preferred Shares purchased in the Closing PIPE Investment (assuming $58,823,529 of Accrued Value which represents the Stated Value, and using a Redemption Price of $10.50), and PubCo Ordinary Shares issuable upon the cash exercise of PubCo Warrants following their exchange for the Company Warrants purchased in the Closing PIPE Investment. Does not include 2,217,228 PubCo Ordinary Shares in the No Redemptions Scenario and 3,164,925 PubCo Ordinary Shares in the Maximum Redemptions Scenario otherwise issuable to Alyeska Master Fund, L.P. (“Alyeska”) due to Alyeska’s election to be subject to a 9.9% beneficial ownership limitation pursuant to the terms of the PubCo A&R Articles. Alyeska Investment Group, L.P., the investment manager of Alyeska, has voting and investment control of the shares held by Alyeska. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by Alyeksa. The registered address of Alyeska is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands.

(9) Pre-Business Combination interests shown consist of Retained Shares and SPAC Class A Shares underlying the Private Placement Units. Maywood Sponsor, LLC, the Prior Sponsor, is the record holder of such shares. Maywood Master, LLC is the managing member of the Prior Sponsor. Accordingly, it may be deemed to have or share beneficial ownership of the SPAC Ordinary Shares held directly by the Prior Sponsor. Post-Business Combination interests consist of 2,178,750 PubCo Ordinary Shares (including 25,000 PubCo Ordinary Shares received upon the conversion of the 125,000 SPAC Rights underlying the Private Placement Units). The principal business address for Maywood Sponsor, LLC, and Maywood Master, LLC, is 167 Madison Ave, Suite 205 #1017, New York, NY 10016.

(10) According to Amendment No. 1 to Schedule 13G filed on May 8, 2026, by W. R. Berkley Corporation and Berkley Insurance Company. Pre-Business Combination interests consist of SPAC Class A Shares. Post-Business Combination interests consist of (i) in the No Redemptions Scenario, 981,096 PubCo Ordinary Shares held by W. R. Berkley Corporation and Berkley Insurance Company, and (ii) in the Maximum Redemptions Scenario, no PubCo Ordinary Shares held by W. R. Berkley Corporation and Berkley Insurance Company. The address for W. R. Berkley Corporation and Berkley Insurance Company is 475 Steamboat Road, Greenwich, CT 06830.

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(11) According to Amendment No. 1 to Schedule 13G filed by Linden Capital LP (“Linden Capital”), Linden GP LLC (“Linden GP”), Linden Advisors LP (“Linden Advisors”) and Siu Min (Joe) Wong on February 12, 2026, pre-Business Combination interests consist of SPAC Class A Shares held for the account of Linden Capital and one or more separately managed accounts (the “Managed Accounts”). Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Class A Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the shares held by Linden Capital and the Managed Accounts. Post-Business Combination interests consist of (i) in the No Redemptions Scenario, 840,772 PubCo Ordinary Shares held by Linden Capital and 34,944 PubCo Ordinary Shares held by the Managed Accounts, and (ii) in the Maximum Redemptions Scenario, no PubCo Ordinary Shares held by Linden Capital and the Managed Accounts. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022.

(12) According to Amendment No. 2 to Schedule 13G filed by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”), on February 13, 2026, interests shown relate to SPAC Class A Shares owned directly by accounts managed by Karpus. Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. Post-Business Combination interests consist of (i) in the No Redemptions Scenario, 1,030,286 PubCo Ordinary Shares held by Karpus, and (ii) in the Maximum Redemptions Scenario, no PubCo Ordinary Shares held by Karpus. The principal business address of Karpus is 183 Sully’s Trail, Pittsford, NY 14534.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon the Closing, PubCo will have, based on the assumptions set out elsewhere in this proxy statement/prospectus, up to 46,740,180 PubCo Ordinary Shares issued and outstanding, assuming no SPAC Class A Shares are redeemed in connection with the Business Combination, 7,058,824 PubCo Ordinary Shares that are underlying PubCo Preferred Shares and 3,431,372 PubCo Ordinary Shares underlying PubCo Warrants. All of the PubCo Ordinary Shares issued to holders of Public Shares, Founder Shares, Retained Shares and Private Placement Shares will be freely transferable by persons other than by PubCo “affiliates” without restriction or further registration under the Securities Act, but will be subject to the lock-up agreements described below. The PubCo Ordinary Shares issued to the GOWell Shareholder, the Earnout Shares, and the PubCo Restricted Shares are not being registered in the registration statement of which this proxy statement/prospectus forms a part and therefore must either be registered for resale or sold pursuant to an applicable exemption from registration by the holder thereof. Sales of substantial amounts of PubCo Ordinary Shares in the public market could adversely affect prevailing market prices of the PubCo Ordinary Shares.

Lock-Up Agreements

In connection with the Closing, the Sponsors, Representatives, and any Insiders (if applicable) will enter into the SPAC Lock-Up Agreement with PubCo, pursuant to which each of the parties will agree not to transfer any PubCo Ordinary Shares from the Closing Date until, (i) with respect to the General Lock-Up Securities, the earlier of (x) the six (6) months after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property and (ii) with respect to the Private Placement Lock-Up Securities, the earlier of (x) thirty (30) days after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. While the SPAC and GOWell currently expect that all of the General Lock-Up Securities and Private Placement Lock-Up Securities held by the Sponsors, Representatives, and Insiders will be subject to the above-described transfer restrictions, the SPAC and GOWell may mutually determine to exclude from such lock-ups some or all of such securities if deemed necessary or desirable. If SPAC and GOWell waive any such lock-up, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the deadline for submitting redemption requests or the EGM.

Also in connection with the Closing, the GOWell Shareholder will enter into the Company Lock-Up Agreement with PubCo, pursuant to which the GOWell Shareholder will agree not to transfer any PubCo Ordinary Shares it receives in connection with the Business Combination Agreement (together with any GOWell Lock-Up Securities) until the earlier of (x) six (6) months after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. For more information, see “Ancillary Documents — Lock-Up Agreements.”

We estimate that approximately 31,964,186 PubCo Ordinary Shares will be subject to lock-up pursuant to the Lock-Up Agreements (which includes all of the shares to be held by the Sponsors, Representatives, and the GOWell Shareholder), representing approximately 68% of the PubCo Ordinary Shares expected to be outstanding following the Business Combination, assuming the No Redemptions Scenario.

New Registration Rights Agreement

The Business Combination Agreement contemplates that, at the Closing, PubCo, the GOWell Shareholder, the Sponsors, SPAC, the PIPE Investors, and the other parties signatory thereto will enter into the New Registration Rights Agreement, pursuant to which PubCo will, from time to time, register for resale the Registrable Securities. Pursuant to the New Registration Rights Agreement, among other things, PubCo will agree to file a Shelf Registration Statement registering the sale or resale of all of the Registrable Securities no later than 30 days after the Closing. Additionally, (x) Holders of at least a majority-in-interest of the then outstanding number of Registrable Securities, (y) the New Sponsor and (z) affiliates of the New Sponsor may make written demands for registration under the Securities Act of all or part of their Registrable Securities, provided that the Registrable Securities are no longer subject to lock-up and at least 12 months have passed since the filing of the Form 10 information (as defined in Rule 144(i)(3) of the Securities Act) with the SEC. Pursuant to the New Registration Rights Agreement, PubCo will also

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provide customary “piggyback” registration rights, subject to certain requirements and customary conditions. The New Registration Rights Agreement also provides that PubCo will pay certain expenses relating to such registrations and indemnify the shareholders against certain liabilities. The New Registration Rights Agreement will terminate upon the earlier of the tenth (10th) anniversary of the date of the New Registration Rights Agreement, the date as of which no Registrable Securities remain outstanding, and with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities.

We estimate that an aggregate of approximately 66,879,226 PubCo Ordinary Shares will be subject to registration rights immediately following Closing pursuant to the New Registration Rights Agreement, representing approximately 143% of the PubCo Ordinary Shares expected to be outstanding following the Business Combination, assuming the No Redemptions Scenario.

For more information about the New Registration Rights Agreement and the Lock-Up Agreements, see the section entitled “Ancillary Documents.”

Rule 144

Pursuant to Rule 144 under the Securities Act (“Rule 144”) and subject to the requirements set forth under “— Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies” below, a Person who has beneficially owned restricted PubCo Ordinary Shares, or PubCo Preferred Shares or PubCo Warrants for at least six months would be entitled to sell their securities, provided that (a) such Person is not deemed to have been an affiliate of PubCo at the time of, or at any time during the three months preceding, a sale and (b) PubCo is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve months (or such shorter period as PubCo was required to file reports) preceding the sale.

Persons who have beneficially owned restricted PubCo Ordinary Shares, PubCo Preferred Shares or PubCo Warrants for at least six months but who are affiliates of PubCo at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the volume limitations set forth in Rule 144.

Sales by affiliates of PubCo under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about PubCo.

All of the PubCo Ordinary Shares that will be issued and outstanding upon the completion of the Business Combination, other than those PubCo Ordinary Shares registered pursuant to the Registration Statement on Form F-4 of which this proxy statement/prospectus forms a part, will be “restricted securities” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 promulgated under the Securities Act. In general, beginning 90 days after the date of this proxy statement/prospectus, a person (or persons whose shares are aggregated) who, at the time of a sale, is not, and has not been during the three months preceding the sale, an affiliate of PubCo and has beneficially owned restricted PubCo’s securities for at least six months will be entitled to sell the restricted securities without registration under the Securities Act, subject only to the availability of current public information about PubCo. Persons who are affiliates of PubCo and have beneficially owned PubCo’s restricted securities for at least six months may sell a number of restricted securities within any three-month period that does not exceed the greater of the following: (i) 1% of the then outstanding equity shares of the same class which, immediately after the Business Combination assuming the No Redemptions Scenario, will equal 467,402 PubCo Ordinary Shares; or (ii) the average weekly trading volume of the PubCo Ordinary Shares during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Sales by affiliates of PubCo under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about PubCo.

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Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

• the issuer of the securities that was formerly a shell company has ceased to be a shell company;

• the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

• the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K and

• at least one year has elapsed from the time that the issuer filed current Form 20-F type information with the SEC reflecting its status as an entity that is not a shell company.

As of the date of this proxy statement/prospectus, SPAC had 10,919,375 SPAC Class A Shares issued and outstanding. Of these shares, 8,625,000 shares sold in the IPO are freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of SPAC’s affiliates within the meaning of Rule 144 under the Securities Act. All of the 990,000 SPAC Class B Ordinary Shares held by the New Sponsor are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.

We anticipate that following the consummation of the Business Combination, PubCo will not be a shell company, and as a result, once the conditions set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of PubCo Ordinary Shares.

Rule 145

The PubCo Ordinary Shares, PubCo Preferred Shares and PubCo Warrants to be issued to certain persons or entities pursuant to the registration statement of which this proxy statement/prospectus forms a part will be subject to the provisions of Rule 145 under the Securities Act (“Rule 145”). Under Rule 145, a person or entity that is an affiliate of a party to the Business Combination at the time that it is submitted for vote or consent is deemed to be an underwriter in connection with any transaction to publicly offer or sell securities acquired in the Business Combination unless the following conditions are met:

• the conditions set forth under “Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies” are met; and

• either (i) the sale occurs at least 90 days after the securities were acquired in the Business Combination and the conditions applicable to resales under Rule 144(b)(2), other than the notice requirement, are satisfied or (ii) for a person who is not an affiliate of PubCo on the date of sale (and has not been an affiliate of PubCo within three months prior to the date of sale), either (A) at least one year has elapsed since the securities were acquired in the Business Combination or (B) if PubCo satisfies the current public information requirements set forth in Rule 144, at least six months have elapsed since the securities were acquired in the Business Combination.

Securities subject to Rule 145 may be resold pursuant to a registration statement registering their resale.

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PRICE RANGE OF SECURITIES AND DIVIDENDS

SPAC

Price Range of SPAC Securities

The SPAC Class A Shares, SPAC Rights and the SPAC Units are listed on the Nasdaq Stock Market LLC under the symbols “IPEXU”, “IPEX”, and “IPEXR”, respectively.

On October 10, 2025, the last trading date prior to the public announcement of the Business Combination, SPAC Units, SPAC Class A Shares and SPAC Rights closed at $10.65, $10.36 and $0.72, respectively. As of June 30, 2026, the Record Date for the EGM, the closing price of the SPAC Units, SPAC Class A Shares, and SPAC Rights was $10.90, $10.51 and $0.69, respectively. As of August 10, 2026, the last practicable trading day prior to the date of this proxy statement/prospectus, the closing price for the SPAC Units, SPAC Class A Shares and SPAC Rights was $11.05, $10.57 and $0.46 respectively.

Holders

As of June 30, 2026, the Record Date for the EGM, there were two holders of record of SPAC Class A Shares, one holder of record of SPAC Class B Shares, one holder of record of SPAC Rights and four holders of record of SPAC Units. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose SPAC Class A Shares, SPAC Rights and SPAC Units are held of record by banks, brokers and other financial institutions.

Dividend Policy

SPAC has not paid any cash dividends on its shares to date and does not intend to pay cash dividends prior to the completion of an initial business combination.

GOWell

Price Range of GOWell Securities and Dividends

Historical market price information regarding GOWell is not applicable because, as of the date of this proxy statement/prospectus, there is no public market for GOWell’s securities.

PubCo

Price Range of PubCo Securities

Historical market price information regarding PubCo securities is not provided because, as of the date of this proxy statement/prospectus, there is no public market for PubCo’s securities.

Dividend Policy

PubCo has not paid any cash dividends on the PubCo Ordinary Shares to date.

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SHAREHOLDER COMMUNICATIONS

Shareholders and interested parties may communicate with the SPAC Board, any committee chairperson or the non-management directors as a group by writing to the SPAC Board or committee chairperson in care of Michael Blitzer, Chairman and Chief Executive Officer, Inflection Point Acquisition Corp. V, 167 Madison Ave, Suite 205 #1017, New York, NY 10016. Following the Closing, such communications should be sent to PubCo at 5050 Westway Park Blvd, Ste. 100, Houston, TX 77041, Attention: Kevin Colby. Each communication will be forwarded, depending on the subject matter, to the board of directors of PubCo the appropriate committee chairperson or all non-management directors.

APPRAISAL RIGHTS

Under the Cayman Companies Act, save in certain limited circumstances, a shareholder of a Cayman constituent company who dissents from a merger or consolidation is entitled to payment of the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting to the merger or consolidation, provided the dissenting shareholder complies strictly with the procedures set out in the Cayman Companies Act. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which they might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful. No such dissent rights shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange at the expiry date of the period allowed under the Cayman Companies Act for written notice of an election to dissent.

However, regardless of whether such rights are or are not available, the Public Shareholders are still entitled to exercise the rights of redemption in respect to their Public Shares as detailed in this proxy statement/prospectus, and the redemption proceeds payable to Public Shareholders who exercise such redemption rights will represent the fair value of those shares. Any Public Shareholder who elects to exercise appraisal rights under Section 238 of Cayman Companies Act will lose their right to have their Public Shares redeemed in accordance with the SPAC Articles. The certainty provided by the redemption process may be preferable for Public Shareholders wishing to exchange their Public Shares for cash.

LEGAL MATTERS

The validity of the PubCo Ordinary Shares and PubCo Preferred Shares offered by this proxy statement/prospectus and other matters relating to Cayman Islands law will be passed upon for PubCo by Ogier (Cayman) LLP. The validity of the PubCo Warrants offered by this proxy statement/prospectus will be passed upon for PubCo by Hunter Taubman Fischer & Li LLC.

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EXPERTS

The audited financial statements of SPAC as of December 31, 2025 and December 31, 2024 and for the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, included in this proxy statement/prospectus, which forms a part of this Registration Statement, have been audited by Bush & Associates CPA LLC, independent registered public accounting firm, as set forth in their reports appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of GOWell Technology Limited as of December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024, included in this Registration Statement/Proxy Statement, have been audited by Marcum Asia CPAs LLP, as set forth in their report thereon, appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in auditing and accounting.

The financial statements of GOWell Energy Technology for the period from October 8, 2025 (inception) to December 31, 2025, included in this Registration Statement/Proxy Statement, have been audited by Marcum Asia CPAs LLP, as set forth in their report thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of GOWell Energy Technology to continue as a going concern as described in Note 2 to the financial statements), appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in auditing and accounting.

HOUSEHOLDING INFORMATION

Unless SPAC has received contrary instructions, SPAC may send a single copy of this proxy statement/prospectus to any household at which two or more shareholders reside if SPAC believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce SPAC’s expenses. However, if shareholders prefer to receive multiple sets of SPAC’s disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of SPAC’s disclosure documents, the shareholders should follow these instructions:

• if the shares are registered in the name of the shareholder, the shareholder should contact SPAC at the following address:

Inflection Point Acquisition Corp. V
167 Madison Ave Suite 205 #1017
New York, NY 10016

• if a broker, bank or nominee holds the shares, the shareholder should contact the broker, bank or nominee directly.

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WHERE YOU CAN FIND MORE INFORMATION

PubCo has filed a Registration Statement on Form F-4 to register the issuance of securities described elsewhere in this proxy statement/prospectus. This proxy statement/prospectus is a part of that registration statement. PubCo public filings are also available to the public from the SEC’s website at www.sec.gov.

SPAC files annual, quarterly and current reports, proxy statements and other information with the SEC required by the Exchange Act. SPAC’s public filings are also available to the public from the SEC’s website at www.sec.gov.

As a foreign private issuer, PubCo is exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and its executive officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Effective March 18, 2026, the executive officers and directors of PubCo will be required, pursuant to the Holding Foreign Insiders Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of our securities. The principal shareholders of PubCo who are neither its officers nor directors, however, will remain exempt from Section 16(a) reporting requirements. In addition, PubCo will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Information and statements contained in this proxy statement/prospectus or any annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to this proxy statement/prospectus.

If you would like additional copies of this proxy statement/prospectus or SPAC’s filings with the SEC (excluding exhibits) or if you have questions about the Business Combination or the proposals to be presented at the EGM, you should contact SPAC at the following address and telephone number:

167 Madison Ave, Suite 205 #1017
New York, NY 10016
Telephone: 212-476-6908
Attention: Michael Blitzer, Chairman and Chief Executive Officer

or email us at info@inflectionpointacquisition.com

You may also obtain additional copies of this proxy statement/prospectus by requesting them in writing or by telephone from SPAC’s proxy solicitation agent at the following address and telephone number:

Sodali & Co.
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: IPEX.info@investor.sodali.com

Any of the documents you request will be available without charge. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

If you are a SPAC Shareholder and would like to request documents, please do so by August 27, 2026, or five business days prior to the EGM, in order to receive them before the EGM. if you request any documents from SPAC, such documents will be mailed to you by first class mail, or another equally prompt means.

This proxy statement/prospectus is part of a registration statement and constitutes a prospectus of PubCo in addition to being a proxy statement of SPAC for the EGM. As allowed by SEC rules, this proxy statement/prospectus does not contain all of the information you can find in the registration statement or the exhibits to the registration statement. information and statements contained in this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this proxy statement/prospectus.

All information contained in this proxy statement/prospectus relating to SPAC has been supplied by SPAC, and all such information relating to GOWell has been supplied by GOWell. information provided by either SPAC or GOWell does not constitute any representation, estimate or projection of any other party. this document is a proxy statement of SPAC for the EGM. SPAC has not authorized anyone to give any information or make any representation about the Business Combination or the parties thereto, including SPAC, that is different from, or in addition to, that contained in this proxy statement/prospectus. therefore, if anyone does give you information of this sort, you should not rely on it. the information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus, unless the information specifically indicates that another date applies.

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INDEX TO FINANCIAL STATEMENTS

		Page
Audited Financial Statements of Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.)
Report of Bush & Associates CPA LLC, Independent Registered Public Accounting Firm (PCAOB ID: 6797)		F-2
Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024		F-3
Consolidated Statements of Operations for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024		F-4
Consolidated Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024		F-5
Consolidated Statements of Cash Flows for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024		F-6
Notes to Consolidated Financial Statements		F-7
Unaudited Financial Statements of Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.)
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025		F-20
Unaudited Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2026 and 2025		F-21
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months ended March 31, 2026 and 2025		F-22
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2026 and 2025		F-23
Notes to Unaudited Condensed Consolidated Financial Statements		F-24
Audited Financial Statements of GOWell Technology Limited
Report of Independent Registered Public Accounting Firm (Marcum Asia CPAs LLP, PCAOB ID 5395)		F-39
Consolidated Statements of Financial Position as of December 31, 2025 and 2024		F-40
Consolidated Statements of Profit or loss and Other Comprehensive Income for the Years Ended December 31, 2025 and 2024		F-41
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025 and 2024		F-42
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024		F-43
Notes to the Consolidated Financial Statements		F-45
Audited Financial Statements of GOWell Energy Technology
Report of Independent Registered Public Accounting Firm (Marcum Asia CPAs LLP, PCAOB ID 5395)		F-87
Statement of Financial Position As of December 31, 2025		F-88
Statement of Profit or Loss from October 8, 2025 (inception) through December 31, 2025		F-89
Statement of Equity as of October 8, 2025		F-90
Statement of Cash Flows from October 8, 2025 (inception) through December 31, 2025		F-91
Notes to Financial Statements		F-92

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of
Inflection Point Acquisition Corp. V

OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS

We have audited the accompanying consolidated balance sheets of Inflection Point Acquisition Corp. V (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, shareholders’(deficit) equity and cash flows for the year ended December 31, 2025, and for the period from May 31, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

SUBSTANTIAL DOUBT ABOUT THE COMPANY’S ABILITY TO CONTINUE AS GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 1 to the consolidated financial statements, as of December 31, 2025, the Company had $25,745 in its operating bank account and a working capital deficit of $2,079,709, and the Company has incurred and expects to continue to incur significant costs in pursuit of a business combination. The Company is required to consummate a business combination by August 14, 2026, or else liquidate and dissolve. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Management’s plans regarding these matters, including its intention to consummate the proposed GOWell Business Combination prior to August 14, 2026, are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

BASIS FOR OPINION

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

CRITICAL AUDIT MATTERS

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.

/s/ Bush & Associates CPA LLC

We have served as the Company’s auditor since 2024.

Las Vegas, Nevada
March 23, 2026

PCAOB ID Number 6797

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
CONSOLIDATED BALANCE SHEETS

		December 31, 2025				December 31, 2024
Assets
Cash		$	25,745			$	—
Prepaid expenses			163,017				—
Deferred offering costs associated with initial public offering			—				131,602
Total current assets			188,762				131,602
Marketable securities held in trust account			89,339,290				—
Total Assets		$	89,528,052			$	131,602
Liabilities, Ordinary Shares subject to possible redemption, and Shareholders’ (Deficit) Equity
Accounts payable and accrued expenses		$	2,268,470			$	3,124
Due to related party			—				111,190
Total current liabilities			2,268,470				114,314
Deferred underwriting fee			3,450,000				—
Sponsor Loan Payable			500,000				—
Total non-current liabilities			3,950,000				—
Total Liabilities			6,218,470				114,314
Commitment and Contingencies (Note 7)
Temporary equity – Class A ordinary shares subject to possible redemption
Class A ordinary shares, $0.0001 par value; 8,625,000 shares subject to possible redemption at $10.36 per share as of December 31, 2025 (zero as of December 31, 2024)			89,339,290				—
Shareholders’ (Deficit) Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding			—				—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,294,375 shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption) as of December 31, 2025 and zero shares issued and outstanding as of December 31, 2024			230				—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 990,000 shares issued and outstanding(1)			99				302
Additional paid-in capital			—				24,698
Accumulated deficit			(6,030,037	)			(7,712	)
Total Shareholders’ (Deficit) Equity			(6,029,708	)			17,288
Total Liabilities, Ordinary Shares subject to possible redemption, and Shareholders’ (Deficit) Equity		$	89,528,052			$	131,602

____________

(1) Includes up to 393,750 Class B ordinary shares that were subject to forfeiture until the over-allotment option was exercised in full by the underwriters (Note 6).

The accompanying notes are an integral part of these consolidated financial statements.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
CONSOLIDATED STATEMENTS OF OPERATIONS

		For the Year Ended December 31, 2025				For the Period from May 31, 2024 (inception) to December 31, 2024
Formation and operating costs		$	2,717,289			$	7,681
General and administrative expenses			—				31
Loss from Operations			(2,717,289	)			(7,712	)
Other Income:
Forgiveness of debt			12,502				—
Interest earned on marketable securities held in trust account			3,089,290				—
Interest Income			12,369				—
Total other income			3,114,161				—
Net Income (loss)		$	396,872			$	(7,712	)
Weighted average shares outstanding of Class A redeemable ordinary shares			7,561,644				—
Basic and diluted net income per share, Class A redeemable ordinary shares		$	0.04			$	—
Weighted average shares outstanding of Class A non-redeemable ordinary shares			860,955				—
Basic and diluted net income per share, Class A non-redeemable ordinary shares		$	0.04			$	—
Weighted average shares outstanding of Class B non-redeemable ordinary shares(1)			2,385,113				2,625,000
Basic and diluted net income per share, Class B non-redeemable ordinary shares		$	0.04			$	(0.00	)

____________

(1) Includes up to 393,750 Class B ordinary shares that were subject to forfeiture until the over-allotment option was exercised in full by the underwriters (Note 6).

The accompanying notes are an integral part of these consolidated financial statements.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2025
AND
THE PERIOD FROM MAY 31, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

		Ordinary Shares												Additional Paid-in Capital				Accumulated Deficit				Total Shareholders’ Deficit
		Class A					Class B
		Shares		Amount			Shares			Amount
Balance – May 31, 2024 (Inception)		—			—		—			$	—			$	—			$	—			$	—
Founder shares issued to initial shareholder(1)		—			—		8,050,000				805				24,195				—				25,000
Cancellation of founder shares during the year		—			—		(5,031,250	)			(503	)			503				—				—
Net loss		—			—										—				(7,712	)			(7,712	)
Balance – December 31, 2024		—			—		3,018,750				302				24,698				(7,712	)			17,288
Sale of private placement units		265,625			27		—				—				2,656,223				—				2,656,250
Conversion of Class B shares to Class A		2,028,750			203		(2,028,750	)			(203	)			—				—				—
Fair value of rights included in public units		—			—		—				—				7,848,750				—				7,848,750
Allocated value of offering costs to ordinary shares		—			—		—				—				(547,364	)			—				(547,364	)
Remeasurement of ordinary shares subject to possible redemption		—			—		—				—				(9,982,307	)			(3,334,063	)			(13,316,370	)
Subsequent measurement of ordinary shares subject to possible redemption		—			—		—				—				—				(417,209	)			(417,209	)
Adjustment in allocated value of offering costs to ordinary shares		—			—		—				—				—				4,156				4,156
Accretion of Class A ordinary shares to redemption amount		—			—		—				—				—				(2,672,081	)			(2,672,081	)
Net Income		—			—		—				—				—				396,872				396,872
Balance – December 31, 2025		2,294,375		$	230		990,000			$	99			$	—			$	(6,030,037	)		$	(6,029,708	)

____________

(1) Includes an aggregate of up to 393,750 Class B shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (Note 6).

The accompanying notes are an integral part of these consolidated financial statements.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the Year Ended December 31, 2025				For the period from May 31, 2024 (inception) through December 31, 2024
Cash Flows from Operating Activities:
Net income (loss)		$	396,872			$	(7,712	)
Adjustments to reconcile net income to net cash used in operating activities:
Income earned on marketable securities held in Trust Account			(3,089,290	)			—
Changes in operating assets and liabilities:
Prepaid Expenses			(163,017	)			—
Accounts payable and accrued expenses			2,265,347				3,124
Related party payable			(111,190	)			111,190
Net cash used in operating activities			(701,278	)			106,602
Cash Flows from Investing Activities:
Cash deposited in Trust Account			(86,250,000	)			—
Net cash used in investing activities			(86,250,000	)			—
Cash Flows from Financing Activities:
Proceeds from issuance of founder shares			—				25,000
Deferred offering costs associated with proposed public offering			—				(131,602	)
Proceeds received from the initial public offering, gross			86,250,000				—
Proceeds received from private placement			2,656,250				—
Proceeds from Sponsor Loan			500,000				—
Offering costs paid			(2,429,227	)			—
Net cash provided by financing activities			86,977,023				(106,602	)
Net increase in cash			25,745				—
Cash – beginning of the period			—				—
Cash – ending of the period		$	25,745			$	—
Supplemental disclosure of noncash investing and financing activities:
Payment of deferred offering costs included in Related party payable balance		$	131,602			$	—
Proceeds allocated to public rights		$	7,848,750			$	—
Allocation of offering costs to ordinary shares subject to redemption		$	5,467,622			$	—
Remeasurement adjustment on ordinary shares subject to possible redemption		$	13,316,372			$	—
Subsequent measurement of ordinary shares subject to possible redemption		$	2,235,688			$	—
Deferred underwriting commissions		$	3,450,000			$	—
Reclassification of value for Class A ordinary shares		$	86,250,000			$	—
Conversion of Class B shares to Class A shares		$	203			$	—

The accompanying notes are an integral part of these consolidated financial statements.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS

Inflection Point Acquisition Corp. V (f/k/a Maywood Acquisition Corp., the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 31, 2024. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”).

The Company became effective on February 12, 2025. On February 14, 2025, the Company consummated its initial public offering of 7,500,000 units (“Units”), generating gross proceeds of $75,000,000, which is described in Note 4. Each Unit consists of one Class A ordinary share (the “Public Shares”) and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination (the “Public Rights”). Additionally, on February 14, 2025, the underwriters fully exercised their over-allotment option, purchasing an additional 1,125,000 Units, generating additional gross proceeds of $11,250,000. As a result, the total gross proceeds from the IPO and over-allotment reached $86,250,000. Simultaneously with the closing of the IPO and over-allotment, the Company completed the sale of 265,625 Units (the “Private Placement Units”, and such sale, the “Private Placement”) at a price of $10.00 per Private Placement Unit in a private placement to Maywood Sponsor, LLC (the “Prior Sponsor”) and the representatives of the underwriters. Each Private Placement Unit consists of one Class A ordinary share and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination (the “Private Rights”, and together with the Public Rights, the “Rights”).

Simultaneously with the closing of the IPO, pursuant to the Prior Sponsor’s promissory note (the “Sponsor Note”), the Prior Sponsor loaned $500,000 to the Company (the “Sponsor Loan”) at no interest. The proceeds of the Sponsor Loan were deposited into the Trust Account (defined below). The Sponsor Loan will be repaid upon the consummation of the Company’s initial business combination. The Sponsor Loan is not convertible into any securities of the Company. In the event the Company does not complete a business combination, the Sponsor Loan will only be repaid using funds held outside of the Trust Account. On January 7, 2026, the Company and the New Sponsor entered into an amendment to the Sponsor Note, as described in further detail below.

Transaction costs of the IPO amounted to $6,010,829, consisting of $2,156,250 of underwriting fees (excluding proceeds of $1,406,250 from underwriter’s purchase of Private Placement Units), $3,450,000 of deferred underwriting commission and $404,579 of other offering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO.

On November 19, 2025, the Company held an extraordinary general meeting. At the extraordinary general meeting, the Company’s shareholders approved (i) a proposal to change the name of the Company from “Maywood Acquisition Corp.” to “Inflection Point Acquisition Corp. V” (the “Name Change Proposal”) and (ii) a proposal that the Company’s third amended and restated memorandum and articles of association (as may be amended from time to time, the “Third A&R M&A”) be adopted in substitution for, and to the exclusion of, the existing second amended and restated memorandum and articles of association, to reflect the change of name (the “Articles Amendment Proposal”). The Name Change Proposal was proposed to reflect that it the Company is now led and back by the management team of Inflection Point Asset Management, LP. Each of the proposals was approved by the requisite vote of the shareholders. Each of the proposals is described in additional detail in the Company’s definitive proxy statement, dated October 27, 2025.

In connection with such name change, the Company’s Class A ordinary shares, units, and rights will begin trading under the symbols “IPEX”, “IPEXU” and “IPEXR”, respectively, beginning on November 25, 2025. The CUSIP numbers of the Company’s securities did not change as a result of the name change.

The Company has a wholly-owned subsidiary, IPCV Merger Sub Limited (“Merger Sub”), a Cayman Islands exempted company, incorporated on October 3, 2025, which was formed solely in contemplation of the proposed Business Combination with GOWell Technology Limited. (the “GOWell Business Combination”). Merger Sub has not commenced any operations and has only nominal assets and no liabilities or contingent liabilities, nor any outstanding commitments other than in connection with the GOWell Business Combination.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS (cont.)

As of December 31, 2025, the Company had not commenced any operations. All activity for the period from May 31, 2024 (inception) through December 31, 2025, relates to the Company’s formation and the initial public offering (“IPO”) described below, and since the IPO, the Company’s search for a prospective business combination. The Company will not generate any operating revenue until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

Business Combination

The Company’s amended and restated memorandum and articles of association (the “Articles”) and the prospectus for its IPO provide that the Company will have 15 months from the closing its IPO (or up to 18 months if a definitive agreement for a business combination is signed within 15 months but not yet consummated) to complete a business combination (the “completion window”). If the Company fails to complete a business combination within this period, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 pay taxes (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

On October 13, 2025, the Company, GOWell Technology Limited (“GOWell”), GOWell Energy Technology (“PubCo”), and Merger Sub entered into a Business Combination Agreement (as amended by Amendment No. 1 to the Business Combination Agreement, dated December 22, 2025, and as may be amended from time to time, the “Business Combination Agreement”), pursuant to which the Company will merge with and into PubCo, with PubCo continuing as the surviving entity, and, thereafter, Merger Sub will merge with and into GOWell, with GOWell continuing as a wholly owned subsidiary of PubCo.

On December 22, 2025, the Company and GOWell Technology Limited entered into that certain Amendment No. 1 to the Business Combination Agreement in order to clarify the number of PubCo Series A Investor Warrants to be issued upon conversion of the Company Warrants at the Second Merger Effective Time (each as defined therein).

The Trust Account

Upon the closing of the IPO and the Private Placement, $86,250,000 ($10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private Placement and Sponsor Loan were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested only in either (i) United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, and/or in any open ended investment company registered under the Investment Company Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest or non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by the trustee that is reasonably satisfactory to the Company. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Articles (A) to modify the substance or timing of obligation to offer redemption rights in connection with any proposed initial business combination or certain amendments to the Articles prior thereto or to redeem 100% of our Public Shares if an initial business combination is not completed within the completion window; or (B) with respect to any other material

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS (cont.)

provision relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, from the closing of IPO, return of the funds held in the Trust Account to Public Shareholders as part of redemption of the Public Shares.

The Nasdaq listing rules require that the Company must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. Management may, however, structure an initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company is required to provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer.

All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with liquidation, if there is a shareholder vote or tender offer in connection with initial business combination and in connection with certain amendments to the Articles. In accordance with SEC guidance on redeemable equity instruments, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares were presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Given that the Class A ordinary shares sold as part of the Units in the IPO were issued with other freestanding instruments, the initial carrying value of Class A ordinary shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20. The accretion or remeasurement is recognized as a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

Each Public Shareholder may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed business combination. In addition, the Company’s initial shareholders, directors and officers have entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares (defined below) and Public Shares held by them in connection with the completion of a business combination.

Sponsor Transaction

On September 9, 2025, the Prior Sponsor entered into a Securities Transfer Agreement (the “Transfer Agreement”) with Inflection Point Fund I LP (the “New Sponsor”), pursuant to which the Prior Sponsor sold, and the New Sponsor purchased, 990,000 Class B ordinary shares for an purchase price of $1,300,000 and assigned the Sponsor Loan to the New Sponsor for $500,000, for an aggregate purchase price of $1,800,000 (such transaction, the “Sponsor Transfer Transaction”). Pursuant to the terms of the Transfer Agreement, the Prior Sponsor converted its remaining 2,028,750 Class B ordinary shares into Class A ordinary shares and agreed to vote and restrict transfer of its retained securities in support of the Company’s initial business combination and related matters.

Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into an Indemnification Agreement with the New Sponsor (the “Indemnification Agreement”). Pursuant to the Indemnification Agreement, the Company agreed to indemnify and hold harmless the New Sponsor and its affiliates, officers, directors, and related parties against certain claims and losses arising from the Company’s operations, business combination activities, or the New Sponsor’s ownership of the Company’s equity interests, except for claims resulting primarily from the New Sponsor’s breach of another agreement with the Company or from its willful misconduct, gross negligence, or bad faith.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS (cont.)

Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into a termination agreement, pursuant to which the Company terminated the Administrative Services Agreement with the Prior Sponsor, dated February 12, 2025, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder as of September 9, 2025.

On September 9, 2025, in connection with the Sponsor Transfer Transaction, the Prior Sponsor delivered to the New Sponsor resignation letters from all of the Company’s officers and directors other than Zikang Wu, the Company’s Chairman, Chief Executive Officer, and Chief Financial Officer, in his capacity as Chief Financial Officer. Pursuant to such resignations and the vote of the holder of the Company’s Class B Ordinary Shares, effective September 11, 2025, the Company’s board of directors consists of Zikang Wu, Michael Blitzer, William Denkin and Steven Tannenbaum and Michael Blitzer was appointed as Chairman of the Board and Chief Executive Officer, and Kevin Shannon was appointed as Chief Operating Officer. Additionally, the Company, the Prior Sponsor, the New Sponsor, and the current and former officers and directors entered into an amended and restated letter agreement to reflect the change in management of the Company.

Going Concern Consideration

As of December 31, 2025, the Company had $25,745 in its operating bank account and a working capital deficit of $2,079,709. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a business combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 14, 2026, to consummate a business combination. It is uncertain whether the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to consummate the proposed GOWell Business Combination prior to August 14, 2026. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 14, 2026.

Risks and Uncertainties

Management continues to evaluate the impact of significant global events such as the Russia/Ukraine conflict and the ongoing conflicts in the Middle East, on the industry and has concluded that while it is reasonably possible that these could have a negative effect on the Company’s financial position, results of its operations and/or completion of its initial business combination, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

During the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025, the Company identified certain immaterial errors in its previously issued financial statements for the year ended December 31, 2024.

The revisions primarily relate to:

1. The reclassification of changes in related party payable within the consolidated statement of cash flows from financing activities to operating activities of $111,190;

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (cont.)

2. The reclassification of deferred offering costs associated with proposed public offering within the consolidated statement of cash flows from operating activities to financing activities of $131,602;

3. A correction on December 31, 2024 10-K Note 5 to reflect $111,190 as an advance from a related party, which was previously reported as $131,602.

The Company evaluated the materiality of these items, both individually and in the aggregate, and concluded that they were not material to the previously issued financial statements. Accordingly, the Company has revised the 2025 financial statements to correct these items. The impact of these revisions is reflected in the accompanying consolidated financial statements.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the Company’s securities less attractive as a result, there may be a less active trading market for its securities and the prices of its securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standard used. The Company intends to take advantage of the benefits of this extended transition period.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2025 and 2024, the Company had $25,745 and zero in cash, respectively. The Company did not have any cash equivalents as of December 31, 2025 and 2024.

Marketable Securities held in Trust Account

As of December 31, 2025 and 2024, the Company had $89,339,290 and $0, in marketable securities held in the Trust Account, respectively.

Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’ equity on the Company’s balance sheet, as summarized in the following table:

Public offering proceeds		$	86,250,000
Less:
Proceeds allocated to public rights			(7,848,750	)
Allocation of offering costs related to redeemable shares			(5,463,844	)
Add:
Accretion of carrying value to redemption value			13,312,594
Ordinary shares subject to possible redemption, December 31, 2024			86,250,000
Add:
Subsequent measurement of ordinary shares subject to possible redemption			3,089,290
Ordinary shares subject to possible redemption, December 31, 2025		$	89,339,290

The Class A ordinary shares that are not subject to redemption and the Class B ordinary shares are classified as a component of shareholder’s equity since they are not subject to possible redemption outside of the Company’s control.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The provision for income taxes was deemed to be de minimis for the period from May 31, 2024 (inception) through December 31, 2025.

Net Income (Loss) Per Ordinary Share

Net Income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At December 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, the diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the period presented.

		For the period from May 31, 2024 (inception) through December 31, 2024
Particulars		Class A Redeemable			Class A Non- Redeemable			Class B			Class A Redeemable			Class A Non- Redeemable			Class B
Numerators:
Allocation of net income (loss)		$	277,673		$	31,615		$	87,584		$	—		$	—		$	(7,712	)
Denominators:
Weighted average shares outstanding			7,561,644			860,955			2,385,113			—			—			7,000,000
Basic and diluted net income (loss) per share		$	0.04		$	0.04		$	0.04		$	—		$	—		$	(0.00	)

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2025 and 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description		Level		December 31, 2025			December 31, 2024
Assets:
Marketable securities held in Trust Account		1		$	89,339,290		$	—
Cash		1		$	25,745		$	—

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

In November 2024, the FASB issued Accounting Standards Update (“ASU”) Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the consolidated financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

NOTE 4 — INITIAL PUBLIC OFFERING

Pursuant to the IPO, the Company sold 7,500,000 Units at a price of $10.00 per Unit, generating gross proceeds of $75,000,000. Each Unit consists of one Class A ordinary share and one Public Right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of the Company’s initial business combination. Five Public Rights will entitle the holder to receive one Class A ordinary share (see Note 8). The Company will not issue fractional shares, so unless a holder purchased Units in multiples of five, such holder will not be able to receive or trade the fractional shares underlying the Public Rights.

The Company also granted the underwriters a 45-day option to purchase up to an additional 1,125,000 Units to cover over-allotments, which was fully exercised on February 14, 2025, generating additional gross proceeds of $11,250,000.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 — PRIVATE PLACEMENT

The Sponsor and the representatives of the underwriters purchased an aggregate of 265,625 Private Placement Units at a price of $10.00 per Unit, for a total purchase price of $2,656,250, in a private placement that occurred simultaneously with the closing of the IPO.

Each Private Placement Unit consists of one Class A ordinary share and one Private Right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of a business combination.

The Private Placement Units are identical to the Units sold in the IPO, except that they are subject to certain transfer restrictions. A portion of the proceeds from the sale of the Private Placement Units was added to the IPO proceeds and deposited into the Trust Account.

If the Company does not complete a business combination within the completion window (15 months after the closing of the IPO, or up to 18 months after the closing of the IPO if the Company has entered into a definitive agreement for our initial business combination), the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to applicable law).

NOTE 6 — RELATED PARTY TRANSACTIONS

Founder Shares

On June 1, 2024, the Company approved the acquisition by the Prior Sponsor of an aggregate of 8,050,000 Class B ordinary shares of the Company (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.003 per share. On December 19, 2024, the Prior Sponsor forfeited 5,031,250 Founder Shares for no consideration, resulting in 3,018,750 Founder Shares outstanding. Additionally, up to 420,000 Founder Shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was not exercised. Since the underwriters fully exercised the over-allotment option, no Founder Shares were forfeited, and the total Founder Shares outstanding remained at 3,018,750.

On September 9, 2025, pursuant to the terms of the Transfer Agreement and the Articles, the Prior Sponsor converted 2,028,750 Class B ordinary shares into Class A ordinary shares. Following this conversion, the Company had an aggregate of redeemable 8,625,000 Class A ordinary shares, 2,294,375 non-redeemable Class A ordinary shares and 990,000 Class B ordinary shares issued and outstanding.

Administrative Services Agreement

On February 14, 2025, the Company entered into an agreement (the “Administrative Services Agreement”) with the Prior Sponsor stipulating that commencing on February 15, 2025 and through the earlier of the Company’s consummation of a business combination and its liquidation, to pay an aggregate of $1,667 per month for office space, utilities, and secretarial and administrative support.

On September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into a termination agreement, pursuant to which the Company terminated the Administrative Services Agreement, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder as of September 9, 2025. Based on the termination of the Administrative Services Agreement, no further administrative fees will accrue, and for the year ended December 31, 2025, $12,502 was recorded as forgiveness of debt in the accompanying consolidated statement of operations.

Due to Related Party

The Sponsor paid certain formation, deferred offering, and operating expenses on behalf of the Company, totaling $111,190 during the period from May 31, 2024 (inception) through December 31, 2024. These advances are non-interest-bearing and payable on demand. The amount paid by the Prior Sponsor on behalf of the Company is included within due to related party on the Company’s consolidated balance sheet as of December 31, 2024 and 2025, and was fully settled by February 14, 2025. As of December 31, 2025 and 2024, the outstanding amount due to the related party was $0 and $111,190, respectively.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 — RELATED PARTY TRANSACTIONS (cont.)

Sponsor Loan

In connection with the closing of the IPO, the Prior Sponsor loaned the Company $500,000 pursuant to a non-interest bearing promissory note. The proceeds from the Sponsor Loan were deposited into the Trust Account. The Sponsor Loan is expected to be repaid upon the consummation of the Company’s initial business combination. The Sponsor Loan is not convertible into any securities of the Company. In the event the Company does not complete a business combination, the Sponsor Loan will only be repaid using funds held outside of the Trust Account.

On September 9, 2025, pursuant to the Transfer Agreement, the Prior Sponsor sold and assigned the Sponsor Loan to the New Sponsor, consisting of the promissory note dated February 12, 2025, with a principal balance of $500,000. The New Sponsor has waived any claim to repayment from the Trust Account with respect to the Sponsor Loan in the event that an initial business combination is not completed.

Related Party Loans

In order to finance transaction costs in connection with a business combination, the New Sponsor or an affiliate of the New Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units of the post business combination entity at a price of $10.00 per private placement unit at the option of the lender. Such private placement units would be identical to the Private Placement Units. As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation in the Middle East. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of tensions in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

The length and impact of the ongoing conflicts are highly unpredictable, and as such they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of tension in the Middle East and subsequent sanctions or related actions, could adversely affect the Company’s search for and completion of an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — COMMITMENTS AND CONTINGENCIES (cont.)

Registration Rights

The holders of the Founder Shares, Private Placement Units (including the securities contained therein), and any securities that may be issued upon conversion of Working Capital Loans (if any) will be entitled to registration rights pursuant to a registration rights agreement. This agreement requires the Company to register such securities for resale. In the case of the Founder Shares, registration rights will apply only after they are converted into Class A ordinary shares.

The holders of these securities are entitled to make up to three demands, excluding short-form demands, to register such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 1,125,000 additional Units at the IPO price, less underwriting discounts and commissions, to cover over-allotments, if any. The underwriters fully exercised this option, bringing the total number of Units sold in the IPO to 8,625,000 Units.

The underwriters were entitled to a cash underwriting discount of $0.25 per Unit, or $2,156,250 in total, payable upon the closing of the IPO.

In addition, the underwriters are entitled to a deferred underwriting commission of $0.40 per Unit, or $3,450,000 in total. The deferred underwriting commission will be payable solely from amounts remaining in the Trust Account following properly submitted shareholder redemptions, less any funds required to be repaid to non-redeeming shareholders upon consummation of the initial business combination. The deferred fee will be paid to the underwriters only if the Company successfully completes a business combination, subject to the terms of the underwriting agreement.

Assignment of Sponsor Loan

On September 9, 2025, pursuant to the Transfer Agreement, the Prior Sponsor sold and assigned the Sponsor Loan to the New Sponsor, consisting of the promissory note dated February 12, 2025, with a principal balance of $500,000. The New Sponsor has waived any claim to repayment from the Trust Account with respect to the Sponsor Loan in the event that an initial business combination is not completed.

Indemnification Agreement

Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into the Indemnification Agreement with the New Sponsor. Pursuant to the Indemnification Agreement, the Company agreed to indemnify and hold harmless the New Sponsor and its affiliates, officers, directors, and related parties against certain claims and losses arising from the Company’s operations, business combination activities, or the New Sponsor’s ownership of the Company’s equity interests, except for claims resulting primarily from the New Sponsor’s breach of another agreement with the Company or from its willful misconduct, gross negligence, or bad faith.

NOTE 8 — STOCKHOLDER’S (DEFICIT) EQUITY

Preferred Shares — The Company is authorized to issue up to 5,000,000 preferred shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2025 and 2024, there were no preferred shares issued or outstanding.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDER’S (DEFICIT) EQUITY (cont.)

Class A Ordinary Shares — The Company is authorized to issue up to 500,000,000 Class A ordinary shares, par value $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote per share.

As of December 31, 2025, the Company had 10,919,375 Class A ordinary shares issued and outstanding, consisting of 8,625,000 Class A ordinary shares sold as part of the Units in the IPO (including 1,125,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option), 2,028,750 Founder Shares that were converted into Class A ordinary shares on September 9, 2025 pursuant to the Transfer Agreement, and 265,625 Class A ordinary shares issued as part of the Private Placement Units sold to the Prior Sponsor and the representatives of the underwriters. The Class A ordinary shares sold in the IPO are subject to possible redemption and are classified as temporary equity in accordance with ASC 480-10-S99. The Class A ordinary shares issued as Founder Shares and the Class A ordinary shares included in the Private Placement Units are not subject to redemption and are classified as permanent equity. Each Unit consists of one Class A ordinary share and one Public Right to receive one-fifth (1/5) of a Class A ordinary share upon the consummation of the Company’s initial business combination. Only whole shares will be issued in exchange for Public Rights; fractional shares will be forfeited.

Class B Ordinary Shares — The Company is authorized to issue up to 50,000,000 Class B ordinary shares, par value $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote per share.

At December 31, 2025, the Company had 990,000 Founder Shares issued and outstanding. On June 1, 2024, the Prior Sponsor purchased 8,050,000 Class B ordinary shares (Founder Shares) for an aggregate purchase price of $25,000. On December 19, 2024, the Prior Sponsor forfeited 5,031,250 Founder Shares for no consideration, resulting in 3,018,750 Class B ordinary shares outstanding. On September 9, 2025, the Prior Sponsor sold, and the New Sponsor purchased, 990,000 Founder Shares for an aggregate purchase price of $1,300,000. Pursuant to the Transfer Agreement and the Articles, the Prior Sponsor elected to convert the remaining 2,028,750 Class B ordinary shares into Class A ordinary shares.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law; provided that prior to the closing of a business combination, only holders of Class B ordinary shares have the right to vote on the appointment or removal of directors and on continuing the Company in a jurisdiction outside the Cayman Islands.

The Founder Shares will automatically convert into Class A ordinary shares upon the consummation of a business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain anti-dilution adjustments. These adjustments ensure that the aggregate number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal approximately 26% of the total number of ordinary shares outstanding upon completion of the IPO, excluding certain equity-linked securities issued in connection with a business combination.

Rights — Each Unit sold in the IPO includes one Public Right, and each Private Placement Unit sold in the Private Placement includes one Private Right. Each such Right entitles the holder to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of the Company’s initial business combination. As of December 31, 2025, there were 8,625,000 Public Rights issued in connection with the IPO and 265,625 Private Rights included in the Private Placement Units purchased by the Prior Sponsor and representatives of the underwriters. Fractional shares will not be issued, and holders must hold Rights in multiples of five to receive a full Class A ordinary share. Any Rights not exchangeable into a whole share will expire worthless. The Rights are classified as equity in accordance with ASC 815, as they are indexed to the Company’s own stock and do not require cash settlement. The gross proceeds of the IPO were allocated to the Public Rights based on relative value, with $7,848,750 recorded in shareholders’ equity related to the Public Rights on February 14, 2025. The Rights are not remeasured to fair value on a recurring basis.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDER’S (DEFICIT) EQUITY (cont.)

Except in circumstances where the Company is not the surviving entity in a business combination, the Rights will automatically convert into Class A ordinary shares at the closing of the initial business combination. If the Company is not the surviving entity, each holder of a Right will be required to affirmatively convert their Rights in order to receive the applicable Class A ordinary shares. If the Company fails to consummate a business combination within the prescribed time frame, the Rights will expire worthless, and holders will not be entitled to receive any distribution from the Trust Account or other Company assets in respect of such Rights.

NOTE 9 — SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their consolidated financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, formation and operational costs and dividend earned on marketable securities held in Trust Account which include the accompanying statements of operations.

The key measures of segment profit or loss reviewed by our CODM are interest earned on marketable securities held in Trust Account and formation and operational costs. The CODM reviews dividends earned on marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the completion window. The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statement was issued. Based upon this review, except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statement, other than noted below.

On January 7, 2026, the Company and Sponsor entered into an amendment (the “Promissory Note Amendment”) to that certain promissory note dated as of February 12, 2025 (as amended, the “Promissory Note”), which increased the aggregate principal amount of the Promissory Note to $700,000 to reflect a $200,000 advance made by Sponsor to the Company for working capital. The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $500,000 loan, only upon the closing of SPAC’s initial business combination and, with respect to the additional $200,000 loan, upon the earlier of the closing of the Company’s initial business combination and its liquidation. The Promissory Note may not be prepaid by the Company.

On January 20, 2026, the Company increased the size of the Board from four to five directors and appointed Carolyn Trabuco to serve as a Class II director, with a term expiring at the Company’s second annual meeting of shareholders. Ms. Trabuco was also appointed as a member of the audit committee of the Board.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
CONDENSED CONSOLIDATED BALANCE SHEETS

		March 31, 2026				December 31, 2025
		(Unaudited)
Assets
Cash		$	10,863			$	25,745
Prepaid expenses			177,462				163,017
Total current assets			188,325				188,762
Marketable securities held in trust account			90,124,845				89,339,290
Total Assets		$	90,313,170			$	89,528,052
Liabilities, Ordinary Shares subject to possible redemption, and Shareholders’ Deficit
Accounts payable and accrued expenses		$	2,613,132			$	2,268,470
Total current liabilities			2,613,132				2,268,470
Deferred underwriting fee			3,450,000				3,450,000
Sponsor Loan Payable			700,000				500,000
Total non-current liabilities			4,150,000				3,950,000
Total Liabilities			6,763,132				6,218,470
Commitment and Contingencies (Note 6)
Temporary equity – Class A ordinary shares subject to possible redemption
Class A ordinary shares, $0.0001 par value; 8,625,000 shares subject to possible redemption at $10.45 and 10.36 per share as of March 31, 2026 and December 31, 2025, respectively			90,124,845				89,339,290
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding			—				—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,294,375 shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025, respectively			230				230
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 990,000 shares issued and outstanding			99				99
Additional paid-in capital			—				—
Accumulated deficit			(6,575,136	)			(6,030,037	)
Total Shareholders’ Deficit			(6,574,807	)			(6,029,708	)
Total Liabilities, Ordinary Shares subject to possible redemption, and Shareholders’ Deficit		$	90,313,170			$	89,528,052

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		For the Three Months Ended March 31, 2026				For the Three Months Ended March 31, 2025
		(Unaudited)				(Unaudited)
Formation and operating costs		$	545,794			$	40,423
Loss from Operations			(545,794	)			(40,423	)
Other Income:
Interest earned on marketable securities held in trust account			785,555				417,209
Interest Income			695				3,151
Total other income			786,250				420,360
Net Income		$	240,456			$	379,937
Weighted average shares outstanding of Class A redeemable ordinary shares			8,625,000				4,360,955
Basic and diluted net income per share, Class A redeemable ordinary shares		$	0.02			$	0.05
Weighted average shares outstanding of Class A non-redeemable ordinary shares			2,294,375				14
Basic and diluted net income per share, Class A non-redeemable ordinary shares		$	0.02			$	0.05
Weighted average shares outstanding of Class B non-redeemable ordinary shares			990,000				3,018,750
Basic and diluted net income per share, Class B non-redeemable ordinary shares		$	0.02			$	0.05

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE ENDED MARCH 31, 2026 (UNAUDITED)

		Ordinary Shares										Additional Paid-in Capital			Accumulated Deficit				Total Shareholders’ Deficit
		Class A					Class B
		Shares		Amount			Shares		Amount
Balance – December 31, 2025 (Audited)		2,294,375		$	230		990,000		$	99		$	—		$	(6,030,037	)		$	(6,029,708	)
Accretion of Class A ordinary shares to redemption amount		—			—		—			—			—			(785,555	)			(785,555	)
Net Income		—			—		—			—			—			240,456				240,456
Balance – March 31, 2026 (Unaudited)		2,294,375		$	230		990,000		$	99		$	—		$	(6,575,136	)		$	(6,574,807	)

FOR THE THREE MONTHS ENDED MARCH 31, 2025

		Ordinary Shares										Additional Paid-in Capital				Accumulated Deficit				Total Shareholders’ Deficit
		Class A					Class B
		Shares		Amount			Shares		Amount
Balance – December 31, 2024 (Audited)		—		$	—		3,018,750		$	302		$	24,698			$	(7,712	)		$	17,288
Sale of private placement units		265,625			27		—			—			2,656,223				—				2,656,250
Fair value of rights included in public units		—			—		—			—			7,848,750				—				7,848,750
Allocated value of offering costs to ordinary shares		—			—		—			—			(547,364	)			—				(547,364	)
Remeasurement of ordinary shares subject to possible redemption		—			—		—			—			(9,982,308	)			(3,334,064	)			(13,316,372	)
Subsequent measurement of ordinary shares subject to possible redemption		—			—		—			—			—				(417,209	)			(417,209	)
Net Income		—			—		—			—			—				379,937				379,937
Balance – March 31, 2025 (Unaudited)		265,625		$	27		3,018,750		$	302		$	—			$	(3,379,047	)		$	(3,378,718	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

		For the Three Months Ended March 31, 2026				For the Three Months Ended March 31, 2025
Cash Flows from Operating Activities:
Net income		$	240,456			$	379,937
Adjustments to reconcile net income to net cash used in operating activities:
Income earned on marketable securities held in Trust Account			(785,555	)			(417,209	)
Changes in operating assets and liabilities:
Prepaid Expenses			(14,445	)			(85,753	)
Accounts payable and accrued expenses			—				13,413
Related party payable			344,661				(108,689	)
Net cash used in operating activities			(214,882	)			(218,301	)
Cash Flows from Investing Activities:
Cash deposited in Trust Account			—				(86,250,000	)
Net cash used in investing activities			—				(86,250,000	)
Cash Flows from Financing Activities:
Proceeds received from the initial public offering, gross			—				86,250,000
Proceeds received from private placement			—				2,656,250
Proceeds from Sponsor Loan			200,000				500,000
Offering costs paid			—				(2,433,382	)
Net cash provided by financing activities			200,000				86,972,867
Net increase in cash			(14,882	)			504,566
Cash – beginning of the period			25,745				—
Cash – ending of the period		$	10,863			$	504,566
Supplemental disclosure of noncash investing and financing activities:
Payment of deferred offering costs included in Related party payable balance		$	—			$	140,000
Proceeds allocated to public rights		$	—			$	7,848,750
Allocation of offering costs to ordinary shares subject to redemption		$	—			$	5,467,622
Remeasurement adjustment on ordinary shares subject to possible redemption		$	13,316,372			$	13,316,372
Subsequent measurement of ordinary shares subject to possible redemption		$	785,555			$	417,209
Deferred underwriting commissions		$	3,450,000			$	3,450,000
Reclassification of value for Class A ordinary shares		$	—			$	86,250,000
Conversion of Class B shares to Class A shares		$	203			$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS

Inflection Point Acquisition Corp. V (f/k/a Maywood Acquisition Corp., the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 31, 2024. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”).

The registration statement for the Company’s initial public offering (“IPO”) became effective on February 12, 2025. On February 14, 2025, the Company consummated its initial public offering of 7,500,000 units (“Units”), generating gross proceeds of $75,000,000, which is described in Note 3. Each Unit consists of one Class A ordinary share (the “Public Shares”, and the holders of Public Shares, the “Public Shareholders”) and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination (the “Public Rights”). Additionally, on February 14, 2025, the underwriters fully exercised their over-allotment option, purchasing an additional 1,125,000 Units, generating additional gross proceeds of $11,250,000. As a result, the total gross proceeds from the IPO and over-allotment was $86,250,000. Simultaneously with the closing of the IPO and over-allotment, the Company completed the sale of 265,625 Units (the “Private Placement Units”, and such sale, the “Private Placement”) at a price of $10.00 per Private Placement Unit in a private placement to Maywood Sponsor, LLC (the “Prior Sponsor”) and the representatives of the underwriters. Each Private Placement Unit consists of one Class A ordinary share and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination (the “Private Rights”, and together with the Public Rights, the “Rights”).

Simultaneously with the closing of the IPO, pursuant to the Prior Sponsor’s promissory note (the “Sponsor Note”), the Prior Sponsor loaned $500,000 to the Company (the “Sponsor Loan”) at no interest. The proceeds of the Sponsor Loan were deposited into the Trust Account (defined below). The Sponsor Loan will be repaid upon the consummation of the Company’s initial business combination. The Sponsor Loan is not convertible into any securities of the Company. In the event the Company does not complete a business combination, the Sponsor Loan will only be repaid using funds held outside of the Trust Account. On January 7, 2026 and April 2, 2026, the Company and the New Sponsor entered into amendments to the Sponsor Note, as described in further detail below.

Transaction costs of the IPO amounted to $6,010,829, consisting of $2,156,250 of underwriting fees (excluding proceeds of $1,406,250 from the purchase of Private Placement Units by the representatives of the underwriters), $3,450,000 of deferred underwriting commission and $404,579 of other offering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO.

On November 19, 2025, the Company held an extraordinary general meeting. At the extraordinary general meeting, the Company’s shareholders approved (i) a proposal to change the name of the Company from “Maywood Acquisition Corp.” to “Inflection Point Acquisition Corp. V” and (ii) a proposal that the Company’s third amended and restated memorandum and articles of association (as may be further amended and/or restated from time to time, the “Articles”) be adopted in substitution for, and to the exclusion of, the existing second amended and restated memorandum and articles of association, to reflect the change of name. The intent of such proposals was to reflect that the Company is now led by the management team of Inflection Point Asset Management, LP. Each of the proposals was approved by the requisite vote of the shareholders. Each of the proposals is described in additional detail in the Company’s definitive proxy statement, dated October 27, 2025.

In connection with such name change, the Company’s Class A ordinary shares, units, and rights began trading under the symbols “IPEX”, “IPEXU” and “IPEXR”, respectively, instead of “MAYA”, “MAYAU”, and “MAYAR”, beginning on November 25, 2025. The CUSIP numbers of the Company’s securities did not change as a result of the name change.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS (cont.)

The Company has a wholly-owned subsidiary, IPCV Merger Sub Limited (“Merger Sub”), a Cayman Islands exempted company, incorporated on October 3, 2025, which was formed solely in contemplation of the proposed Business Combination with GOWell Technology Limited. (the “GOWell Business Combination”), discussed in more detail below. Merger Sub has not commenced any operations and has only nominal assets and no liabilities or contingent liabilities, nor any outstanding commitments other than in connection with the GOWell Business Combination.

As of March 31, 2026, the Company had not commenced any operations. All activity for the period from May 31, 2024 (inception) through March 31, 2026, relates to the Company’s formation and the IPO described below, and since the IPO, the Company’s search for, negotiation of, and efforts to consummate a prospective business combination. The Company will not generate any operating revenue until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

Business Combination

The Company’s Articles and the prospectus for its IPO provide that the Company will have 15 months from the closing its IPO (or up to 18 months if a definitive agreement for a business combination is signed within 15 months but not yet consummated) to complete a business combination (the “completion window”). As previously disclosed, the Company entered into a definitive agreement for its initial business combination with GOWell in October 2025, accordingly, the completion window was automatically extended to 18 months from the closing of the IPO, or August 14, 2026.

If the Company fails to complete a business combination within the completion window, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 pay taxes (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors (“Board”), dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

On October 13, 2025, the Company, GOWell Technology Limited (“GOWell”), GOWell Energy Technology (“PubCo”), and Merger Sub entered into a Business Combination Agreement (as amended by Amendment No. 1 to the Business Combination Agreement, dated December 22, 2025, and as may be further amended and/or restated from time to time, the “Business Combination Agreement”), pursuant to which the Company will merge with and into PubCo, with PubCo continuing as the surviving entity, and, thereafter, Merger Sub will merge with and into GOWell, with GOWell continuing as a wholly owned subsidiary of PubCo.

On December 22, 2025, the Company and GOWell Technology Limited entered into that certain Amendment No. 1 to the Business Combination Agreement in order to clarify the number of PubCo Series A Investor Warrants to be issued upon conversion of the Company Warrants at the Second Merger Effective Time (each as defined therein).

The closing of the proposed GOWell Business Combination is subject to required approval by the Company’s shareholders, GOWell’s shareholders, and the fulfilment of certain other terms and conditions set forth in the Business Combination Agreement. For more information about the GOWell Business Combination, see the Company’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on October 14, 2025.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS (cont.)

The Trust Account

Upon the closing of the IPO and the Private Placement, $86,250,000 ($10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private Placement and Sponsor Loan were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested only in either (i) United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, and/or in any open ended investment company registered under the Investment Company Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest or non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by the trustee that is reasonably satisfactory to the Company. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Articles (A) to modify the substance or timing of obligation to offer redemption rights in connection with any proposed initial business combination or certain amendments to the Articles prior thereto or to redeem 100% of our Public Shares if an initial business combination is not completed within the completion window; or (B) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, from the closing of IPO, return of the funds held in the Trust Account to Public Shareholders as part of redemption of the Public Shares.

The Nasdaq listing rules require that the Company must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. Management may, however, structure an initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company is required to provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer.

All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with liquidation, if there is a shareholder vote or tender offer in connection with initial business combination and in connection with certain amendments to the Articles. In accordance with SEC guidance on redeemable equity instruments, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares were presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed consolidated balance sheet. Given that the Class A ordinary shares sold as part of the Units in the IPO were issued with other freestanding instruments, the initial carrying value of Class A ordinary shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20. The accretion or remeasurement is recognized as a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS (cont.)

Each Public Shareholder may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed business combination. In addition, the Company’s initial shareholders, directors and officers have entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares (defined below) and Public Shares held by them in connection with the completion of a business combination.

Sponsor Transaction

On September 9, 2025, the Prior Sponsor entered into a Securities Transfer Agreement (the “Transfer Agreement”) with Inflection Point Fund I LP (the “New Sponsor”), pursuant to which the Prior Sponsor sold, and the New Sponsor purchased, 990,000 Class B ordinary shares for an purchase price of $1,300,000 and assigned the Sponsor Loan to the New Sponsor for $500,000, for an aggregate purchase price of $1,800,000 (such transaction, the “Sponsor Transfer Transaction”). Pursuant to the terms of the Transfer Agreement, the Prior Sponsor converted its remaining 2,028,750 Class B ordinary shares into Class A ordinary shares and agreed to vote and restrict transfer of its retained securities in support of the Company’s initial business combination and related matters.

Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into an Indemnification Agreement with the New Sponsor (the “Indemnification Agreement”). Pursuant to the Indemnification Agreement, the Company agreed to indemnify and hold harmless the New Sponsor and its affiliates, officers, directors, and related parties against certain claims and losses arising from the Company’s operations, business combination activities, or the New Sponsor’s ownership of the Company’s equity interests, except for claims resulting primarily from the New Sponsor’s breach of another agreement with the Company or from its willful misconduct, gross negligence, or bad faith.

Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into a termination agreement, pursuant to which the Company terminated the Administrative Services Agreement with the Prior Sponsor, dated February 12, 2025, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder as of September 9, 2025.

On September 9, 2025, in connection with the Sponsor Transfer Transaction, the Prior Sponsor delivered to the New Sponsor resignation letters from all of the Company’s officers and directors other than Zikang Wu, the Company’s Chairman, Chief Executive Officer, and Chief Financial Officer, in his capacity as Chief Financial Officer. Pursuant to such resignations and the vote of the holder of the Company’s Class B ordinary shares, effective September 11, 2025, the Board consists of Zikang Wu, Michael Blitzer, William Denkin and Steven Tannenbaum and Michael Blitzer was appointed as Chairman of the Board and Chief Executive Officer, and Kevin Shannon was appointed as Chief Operating Officer. Additionally, the Company, the Prior Sponsor, the New Sponsor, and the current and former officers and directors entered into an amended and restated letter agreement to reflect the change in management of the Company.

Going Concern Consideration

As of March 31, 2026, the Company had $10,863 in its operating bank account and a working capital deficit of $2,424,808. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a business combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 14, 2026, to consummate a business

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS (cont.)

combination. It is uncertain whether the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to consummate the proposed GOWell Business Combination prior to August 14, 2026. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 14, 2026.

Risks and Uncertainties

Management continues to evaluate the impact of significant global events such as the Russia/Ukraine conflict and the ongoing conflicts in the Middle East, on the industry and has concluded that while it is reasonably possible that these could have a negative effect on the Company’s financial position, results of its operations and/or completion of its initial business combination, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Appointment of Director

On January 20, 2026, the Company’s Board increased the size of the Board from four to five directors and appointed Carolyn Trabuco to serve as a Class II director, with a term expiring at the Company’s second annual meeting of shareholders. Ms. Trabuco was also appointed as a member of the audit committee of the Board.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the Company’s securities less attractive as a result, there may be a less active trading market for its securities and the prices of its securities may be more volatile.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standard used. The Company intends to take advantage of the benefits of this extended transition period.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2026 and December 31, 2025, the Company had $10,863 and $25,745 in cash, respectively. The Company did not have any cash equivalents as of March 31, 2026 and December 31, 2025.

Marketable Securities held in Trust Account

As of March 31, 2026 and December 31, 2025, the Company had $90,124,845 and $89,339,290, in marketable securities held in the Trust Account, respectively.

Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Accordingly, as of March 31, 2026 and December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’ equity on the Company’s unaudited condensed consolidated balance sheet, as summarized in the following table:

Ordinary shares subject to possible redemption, December 31, 2024		$	86,250,000
Add:
Subsequent measurement of ordinary shares subject to possible redemption			3,089,290
Ordinary shares subject to possible redemption, December 31, 2025			89,339,290
Add:
Subsequent measurement of ordinary shares subject to possible redemption			785,555
Ordinary shares subject to possible redemption, March 31, 2026 (Unaudited)		$	90,124,845

The Class A ordinary shares that are not subject to redemption and the Class B ordinary shares are classified as a component of shareholder’s equity since they are not subject to possible redemption outside of the Company’s control.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of March 31, 2026, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed consolidated financial statements and prescribes a recognition threshold and measurement process for condensed consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The provision for income taxes was deemed to be de minimis for the period from May 31, 2024 (inception) through March 31, 2026.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Net Income Per Ordinary Share

Net Income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At March 31, 2026 and 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, the diluted income per ordinary share is the same as basic income per ordinary share for the period presented.

		For the three months ended March 31, 2026									For the three months ended March 31, 2025
		Class A Redeemable			Class A Non- Redeemable			Class B			Class A Redeemable			Class A Non- Redeemable			Class B
Numerators:
Allocation of net income		$	174,143		$	46,325		$	19,989		$	224,519		$	1		$	155,418
Denominators:
Weighted average shares outstanding			8,625,000			2,294,375			990,000			4,360,955			14			3,018,750
Basic and diluted net income per share		$	0.02		$	0.02		$	0.02		$	0.05		$	0.05		$	0.05

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2026 and 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description		Level		March 31, 2026			December 31, 2025
Assets:
Marketable securities held in Trust Account		1		$	90,124,845		$	89,339,290
Cash		1		$	10,863		$	25,745

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

In November 2024, the FASB issued Accounting Standards Update (“ASU”) Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the condensed consolidated financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the IPO, the Company sold 7,500,000 Units at a price of $10.00 per Unit, generating gross proceeds of $75,000,000. Each Unit consists of one Class A ordinary share and one Public Right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of the Company’s initial business combination. Five Public Rights will entitle the holder to receive one Class A ordinary share (see Note 7). The Company will not issue fractional shares, so unless a holder purchased Units in multiples of five, such holder will not be able to receive or trade the fractional shares underlying the Public Rights.

The Company also granted the underwriters a 45-day option to purchase up to an additional 1,125,000 Units to cover over-allotments, which was fully exercised on February 14, 2025, generating additional gross proceeds of $11,250,000.

NOTE 4 — PRIVATE PLACEMENT

The Prior Sponsor and the representatives of the underwriters purchased an aggregate of 265,625 Private Placement Units at a price of $10.00 per Unit, for a total purchase price of $2,656,250, in a private placement that occurred simultaneously with the closing of the IPO.

Each Private Placement Unit consists of one Class A ordinary share and one Private Right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of a business combination.

The Private Placement Units are identical to the Units sold in the IPO, except that they are subject to certain transfer restrictions. A portion of the proceeds from the sale of the Private Placement Units was added to the IPO proceeds and deposited into the Trust Account.

If the Company does not complete a business combination within the completion window, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to applicable law).

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On June 1, 2024, the Company sold to the Prior Sponsor an aggregate of 8,050,000 Class B ordinary shares of the Company (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.003 per share. On December 19, 2024, the Prior Sponsor forfeited 5,031,250 Founder Shares for no consideration, resulting in 3,018,750 Founder Shares outstanding. Additionally, up to 420,000 Founder Shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was not exercised. Since the underwriters fully exercised the over-allotment option, no Founder Shares were forfeited, and the total Founder Shares outstanding remained at 3,018,750.

On September 9, 2025, pursuant to the terms of the Transfer Agreement and the Articles, the Prior Sponsor converted 2,028,750 Class B ordinary shares into Class A ordinary shares. Following this conversion and as of March 31, 2026, the Company had an aggregate of 8,625,000 redeemable Class A ordinary shares, 2,294,375 non-redeemable Class A ordinary shares and 990,000 Class B ordinary shares issued and outstanding.

Administrative Services Agreement

On February 14, 2025, the Company entered into an agreement (the “Administrative Services Agreement”) with the Prior Sponsor stipulating that commencing on February 15, 2025 and through the earlier of the Company’s consummation of a business combination and its liquidation, to pay an aggregate of $1,667 per month for office space, utilities, and secretarial and administrative support.

On September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into a termination agreement, pursuant to which the Company terminated the Administrative Services Agreement, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder as of September 9, 2025. Based on the termination of the Administrative Services Agreement, no further administrative fees will accrue, and for the year ended December 31, 2025, $12,502 was recorded as forgiveness of debt in the accompanying consolidated statement of operations.

Due to Related Party

The Prior Sponsor paid certain formation, deferred offering, and operating expenses on behalf of the Company, totaling $111,190 during the period from May 31, 2024 (inception) through December 31, 2024. These advances were non-interest-bearing and payable on demand. The amount paid by the Prior Sponsor on behalf of the Company is included within due to related party on the Company’s unaudited condensed consolidated balance sheet as of December 31, 2024, and was fully settled by February 14, 2025. As of March 31, 2026 and December 31, 2025, the outstanding amount due to the related party was $0.

Sponsor Loan

In connection with the closing of the IPO, the Prior Sponsor loaned the Company $500,000 pursuant to a non-interest bearing promissory note. The proceeds from the Sponsor Loan were deposited into the Trust Account. The Sponsor Loan is expected to be repaid upon the consummation of the Company’s initial business combination. The Sponsor Loan is not convertible into any securities of the Company. In the event the Company does not complete a business combination, the Sponsor Loan will only be repaid using funds held outside of the Trust Account.

On September 9, 2025, pursuant to the Transfer Agreement, the Prior Sponsor sold and assigned the Sponsor Loan to the New Sponsor, consisting of the promissory note dated February 12, 2025, with a principal balance of $500,000. The New Sponsor has waived any claim to repayment from the Trust Account with respect to the Sponsor Loan in the event that an initial business combination is not completed.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 5 — RELATED PARTY TRANSACTIONS (cont.)

On January 7, 2026, the Company and the New Sponsor entered into an amendment to that certain promissory note dated as of February 12, 2025 (as amended, the “Promissory Note”), which increased the aggregate principal amount of the Promissory Note to $700,000 to reflect a $200,000 advance made by the New Sponsor to the Company for working capital. The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $500,000 loan, only upon the closing of the Company’s initial business combination and, with respect to the additional $200,000 loan, upon the earlier of the closing of the Company’s initial business combination and its liquidation. The Promissory Note may not be prepaid by the Company.

On April 2, 2026, the Company and the New Sponsor entered into a second amendment to the Promissory Note, which increased the aggregate principal amount thereof to $800,000 to reflect a $100,000 advance made by the New Sponsor to the Company for working capital. For more information, see “Note 9. Subsequent Events”.

Related Party Loans

In order to finance transaction costs in connection with a business combination, the New Sponsor or an affiliate of the New Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units of the post business combination entity at a price of $10.00 per private placement unit at the option of the lender. Such private placement units would be identical to the Private Placement Units. As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation in the Middle East. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of tensions in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

The length and impact of the ongoing conflicts are highly unpredictable, and as such they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 6 — COMMITMENTS AND CONTINGENCIES (cont.)

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of tension in the Middle East and subsequent sanctions or related actions, could adversely affect the Company’s search for and completion of an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

Registration Rights

The holders of the Founder Shares, Private Placement Units (including the securities contained therein), and any securities that may be issued upon conversion of Working Capital Loans (if any) will be entitled to registration rights pursuant to a registration rights agreement. This agreement requires the Company to register such securities for resale. In the case of the Founder Shares, registration rights will apply only after they are converted into Class A ordinary shares.

The holders of these securities are entitled to make up to three demands, excluding short-form demands, to register such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 1,125,000 additional Units at the IPO price, less underwriting discounts and commissions, to cover over-allotments, if any. The underwriters fully exercised this option, bringing the total number of Units sold in the IPO to 8,625,000 Units.

The underwriters were entitled to a cash underwriting discount of $0.25 per Unit, or $2,156,250 in total, payable upon the closing of the IPO.

In addition, the underwriters are entitled to a deferred underwriting commission of $0.40 per Unit, or $3,450,000 in total. The deferred underwriting commission will be payable solely from amounts remaining in the Trust Account following properly submitted shareholder redemptions, less any funds required to be repaid to non-redeeming shareholders upon consummation of the initial business combination. The deferred fee will be paid to the underwriters only if the Company successfully completes a business combination, subject to the terms of the underwriting agreement.

Assignment of Sponsor Loan

On September 9, 2025, pursuant to the Transfer Agreement, the Prior Sponsor sold and assigned the Sponsor Loan to the New Sponsor, consisting of the promissory note dated February 12, 2025, with a principal balance of $500,000. The New Sponsor has waived any claim to repayment from the Trust Account with respect to the Sponsor Loan in the event that an initial business combination is not completed. On January 7, 2026, and April 2, 2026, the Company and the New Sponsor entered into amendments to the Promissory Note, which increased the aggregate principal amount of the Promissory Note to $800,000 to reflect advances made by the New Sponsor to the Company for working capital. The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $500,000 loan, only upon the closing of the Company’s initial business combination and, with respect to the additional $300,000 loan, upon the earlier of the closing of the Company’s initial business combination and its liquidation. The Promissory Note may not be prepaid by the Company.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 6 — COMMITMENTS AND CONTINGENCIES (cont.)

Indemnification Agreement

Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into the Indemnification Agreement with the New Sponsor. Pursuant to the Indemnification Agreement, the Company agreed to indemnify and hold harmless the New Sponsor and its affiliates, officers, directors, and related parties against certain claims and losses arising from the Company’s operations, business combination activities, or the New Sponsor’s ownership of the Company’s equity interests, except for claims resulting primarily from the New Sponsor’s breach of another agreement with the Company or from its willful misconduct, gross negligence, or bad faith.

NOTE 7 — STOCKHOLDER’S DEFICIT

Preferred Shares — The Company is authorized to issue up to 5,000,000 preferred shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board. At March 31, 2026 and December 31, 2025, there were no preferred shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue up to 500,000,000 Class A ordinary shares, par value $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote per share.

As of March 31, 2026 and December 31, 2025, the Company had 10,919,375 Class A ordinary shares issued and outstanding, consisting of 8,625,000 Class A ordinary shares sold as part of the Units in the IPO (including 1,125,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option), 2,028,750 Founder Shares that were converted into Class A ordinary shares on September 9, 2025 pursuant to the Transfer Agreement, and 265,625 Class A ordinary shares issued as part of the Private Placement Units sold to the Prior Sponsor and the representatives of the underwriters. The Class A ordinary shares sold in the IPO are subject to possible redemption and are classified as temporary equity in accordance with ASC 480-10-S99. The Class A ordinary shares issued as Founder Shares and the Class A ordinary shares included in the Private Placement Units are not subject to redemption and are classified as permanent equity. Each Unit consists of one Class A ordinary share and one Public Right to receive one-fifth (1/5) of a Class A ordinary share upon the consummation of the Company’s initial business combination. Only whole shares will be issued in exchange for Public Rights; fractional shares will be forfeited.

Class B Ordinary Shares — The Company is authorized to issue up to 50,000,000 Class B ordinary shares, par value $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote per share.

At March 31, 2026 and December 31, 2025, the Company had 990,000 Founder Shares issued and outstanding. On June 1, 2024, the Prior Sponsor purchased 8,050,000 Class B ordinary shares (Founder Shares) for an aggregate purchase price of $25,000. On December 19, 2024, the Prior Sponsor forfeited 5,031,250 Founder Shares for no consideration, resulting in 3,018,750 Class B ordinary shares outstanding. On September 9, 2025, the Prior Sponsor sold, and the New Sponsor purchased, 990,000 Founder Shares for an aggregate purchase price of $1,300,000. Pursuant to the Transfer Agreement and the Articles, the Prior Sponsor elected to convert the remaining 2,028,750 Class B ordinary shares into Class A ordinary shares.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law; provided that prior to the closing of a business combination, only holders of Class B ordinary shares have the right to vote on the appointment or removal of directors and on continuing the Company in a jurisdiction outside the Cayman Islands.

The Founder Shares will automatically convert into Class A ordinary shares upon the consummation of a business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain anti-dilution adjustments. These adjustments ensure that the aggregate number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal approximately 26% of the total number of ordinary shares outstanding upon completion of the IPO, excluding certain equity-linked securities issued in connection with a business combination.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 7 — STOCKHOLDER’S DEFICIT (cont.)

Rights — Each Unit sold in the IPO includes one Public Right, and each Private Placement Unit sold in the Private Placement includes one Private Right. Each such Right entitles the holder to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of the Company’s initial business combination. As of March 31, 2026, there were 8,625,000 Public Rights issued in connection with the IPO and 265,625 Private Rights included in the Private Placement Units purchased by the Prior Sponsor and representatives of the underwriters. Fractional shares will not be issued, and holders must hold Rights in multiples of five to receive a full Class A ordinary share. Any Rights not exchangeable into a whole share will expire worthless. The Rights are classified as equity in accordance with ASC 815, as they are indexed to the Company’s own stock and do not require cash settlement. The gross proceeds of the IPO were allocated to the Public Rights based on relative value, with $7,848,750 recorded in shareholders’ equity related to the Public Rights on February 14, 2025. The Rights are not remeasured to fair value on a recurring basis.

Except in circumstances where the Company is not the surviving entity in a business combination, the Rights will automatically convert into Class A ordinary shares at the closing of the initial business combination. If the Company is not the surviving entity, each holder of a Right will be required to affirmatively convert their Rights in order to receive the applicable Class A ordinary shares. If the Company fails to consummate a business combination within the prescribed time frame, the Rights will expire worthless, and holders will not be entitled to receive any distribution from the Trust Account or other Company assets in respect of such Rights.

NOTE 8 — SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited condensed consolidated financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, formation and operational costs and dividend earned on marketable securities held in Trust Account which include the accompanying statements of operations.

The key measures of segment profit or loss reviewed by our CODM are interest earned on marketable securities held in Trust Account and formation and operational costs. The CODM reviews dividends earned on marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the completion window. The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

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INFLECTION POINT ACQUISITION CORP. V
(F/K/A MAYWOOD ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)

NOTE 9 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statement was issued. Based upon this review, except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statement, other than noted below.

On April 2, 2026, the Company and the New Sponsor entered into a second amendment to the Promissory Note, which increased the aggregate principal amount of the Promissory Note to $800,000 to reflect a $100,000 advance made by the New Sponsor to the Company for working capital.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
GOWell Technology Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of GOWell Technology Limited (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of profit or loss and other comprehensive income, change in equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with International Financial Reporting Standards (“IFRS”).

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum Asia CPAs LLP

We have served as the Company’s auditor since 2022.

New York, New York
June 8, 2026

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GOWell Technology Limited.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in U.S. dollars)

		As of December 31,
		2025			2024
		$			$
Assets
Current assets
Cash and cash equivalents		6,751,021			3,894,940
Restricted cash		10,000			108,146
Trade receivables, net		18,008,048			13,677,667
Inventories, net		15,569,533			12,635,423
Amounts due from related parties		44,405			—
Long-term receivables, current		551,302			1,067,474
Deferred offering costs		2,614,409			—
Prepaid expenses and other current assets		1,915,525			795,532
Total current assets		45,464,243			32,179,182
Non-current assets
Rental equipment, net		22,761,997			21,033,047
Property and equipment, net		1,984,734			538,101
Intangible assets, net		2,792,272			2,373,422
Right-of-use assets, net		5,614,107			6,507,685
Long-term receivables		28,489			242,291
Deferred tax asset, net		3,318,591			2,900,559
Other non-current assets		488,715			361,140
Total non-current assets		36,988,905			33,956,245
Total Assets		82,453,148			66,135,427
LIABILITIES AND EQUITY
LIABILITIES
Current liabilities
Trade payables		789,134			186,615
Trade payables – related parties		4,104,133			3,861,971
Accruals and other payables		4,860,484			2,267,634
Loans payable, current		25,149			679,626
Amounts due to related parties, current		80,231			80,231
Income tax payable		1,513,137			1,426,380
Operating lease liabilities, current		1,684,479			1,127,101
Total current liabilities		13,056,747			9,629,558
Non-current liabilities
Loans payable, non-current		37,262			695,015
Amounts due to a related party, non-current		386,042			4,228,135
Derivative liabilities		5,399,140			—
Redeemable Preference Shares		16,663,052			—
Operating lease liabilities, non-current		4,702,317			5,753,111
Total non-current liabilities		27,187,813			10,676,261
Total Liabilities		40,244,560			20,305,819
EQUITY
Shares capital*		3,000			50,000
Addition paid-in capital		29,164,781			29,164,781
Retained earnings		13,094,403			16,762,310
Accumulated other comprehensive loss		(53,596	)		(147,483	)
Total Equity		42,208,588			45,829,608
Total Liabilities and Equity		82,453,148			66,135,427

____________

* The shares and per share data are presented on a retroactive basis to reflect the reorganization (Note 1).

The accompanying notes are an integral part of these consolidated financial statements.

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GOWell Technology Limited.
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
(Expressed in U.S. dollars)

		For the Years Ended December 31,
		2025			2024
		$			$
Revenues – third parties		45,129,579			48,193,972
Revenues – related parties		2,067,295			1,131,320
Total revenues		47,196,874			49,325,292
Cost of revenues		(19,281,494	)		(19,511,774	)
Gross profit		27,915,380			29,813,518
OPERATING EXPENSES:
Selling and marketing expenses		(6,824,927	)		(6,569,953	)
General and administrative expenses		(11,449,795	)		(5,765,352	)
Research and development expenses		(4,241,727	)		(3,569,145	)
Total operating expenses		(22,516,449	)		(15,904,450	)
Operating profit		5,398,931			13,909,068
OTHER EXPENSES:
Finance income		172,999			231,900
Finance cost		(2,594,531	)		(477,704	)
Other expenses, net		25,560			(1,229	)
Total other expenses		(2,395,972	)		(247,033	)
Profit before income tax expense		3,002,959			13,662,035
Income tax expense		(1,670,866	)		(2,511,248	)
Net profit		1,332,093			11,150,787
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustments		93,887			(188,714	)
Total comprehensive income		1,425,980			10,962,073
Net profit per ordinary share
Basic and Diluted		0.04			0.37
Weighted average number of ordinary shares outstanding*
Basic and Diluted		30,000,000			30,000,000

____________

* The shares and per share data are presented on a retroactive basis to reflect the reorganization (Note 1).

The accompanying notes are an integral part of these consolidated financial statements.

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GOWell Technology Limited.
CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY
(Expressed in U.S. dollars)

		Share Capital*					Addition Paid In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
		Share		Amount
				$			$		$			$			$
Balance as of December 31, 2023		30,000,000		50,000			29,164,781		5,611,523			41,231			34,867,535
Net profit		—		—			—		11,150,787			—			11,150,787
Foreign currency translation adjustments		—		—			—		—			(188,714	)		(188,714	)
Balance as of December 31, 2024		30,000,000		50,000			29,164,781		16,762,310			(147,483	)		45,829,608
Net profit		—		—			—		1,332,093			—			1,332,093
Foreign currency translation adjustments		—		—			—		—			93,887			93,887
Surrender shares upon reorganization		—		(47,000	)		—		—			—			(47,000	)
Distribution to shareholders		—		—			—		(5,000,000	)		—			(5,000,000	)
Balance as of December 31, 2025		30,000,000		3,000			29,164,781		13,094,403			(53,596	)		42,208,588

____________

* The shares and per share data are presented on a retroactive basis to reflect the reorganization (Note 1).

The accompanying notes are an integral part of these consolidated financial statements.

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GOWell Technology Limited.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)

		For the Years Ended December 31,
		2025			2024
		$			$
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit		1,332,093			11,150,787
Adjustments to reconcile net profit to net cash provided by operating activities
Depreciation		4,391,703			4,000,769
Amortization of intangible assets		368,030			262,995
Amortization of right-of-use asset		1,597,683			980,666
Non-cash transfer of rental equipment to inventory for sale		854,129			2,600,306
Loss on disposal of property and equipment		36,076			97,613
Allowance for credit loss		1,383,936			40,107
Write-downs of inventories		118,811			363,619
Governmental subsidy		—			(7,300	)
Interest on lease liabilities		250,221			221,048
Interest on loans payable		151,869			27,673
Income tax expenses		923,543			1,494,508
Finance cost on Redeemable Preferred Shares		1,034,107			—
Changes in fair value of derivative liabilities		1,028,085			—
Changes in operating assets and liabilities:
Trade receivables		(4,984,343	)		684,300
Inventories		(3,052,921	)		(3,702,140	)
Prepaid expenses and other current assets		(1,119,993	)		(1,278,335	)
Amounts due from related parties		(44,405	)		—
Other non-current assets		(174,574	)		(62,546	)
Trade payables		602,519			(684,740	)
Accruals and other payables		721,350			213,063
Trade payables – related parties		242,162			1,096,126
Cash generated from operating activities:
Income tax paid		(1,257,875	)		(249,101	)
Net cash provided by operating activities		4,402,206			17,249,418
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and rental equipment		(8,479,175	)		(6,118,168	)
Purchase of intangible assets		(1,092,315	)		(1,143,932	)
Proceed from disposal of property and equipment		61,853			16,826
Advance made on behalf of related parties		—			(757,849	)
Net cash used in investing activities		(9,509,637	)		(8,003,123	)

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GOWell Technology Limited.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
(Expressed in U.S. dollars)

		For the Years Ended December 31,
		2025			2024
		$			$
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of loans from banks		(54,281	)		(702,520	)
Repayments of loans from third parties		(765,277	)		(475,588	)
Repayment of loans from related parties		(3,842,093	)		(4,641,951	)
Repayments of motor vehicle mortgage loan		(28,025	)		(10,942	)
Repayment of lease liabilities		(1,411,401	)		(993,850	)
Payments for deferred offering cost		(742,909	)		—
Dividend distribution		(5,000,000	)		—
Proceeds from PIPE investments		20,000,000			—
Interest paid		(350,846	)		(284,869	)
Net cash provided by/(used in) financing activities		7,805,168			(7,109,720	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		60,198			(173,579	)
Net increase in cash, cash equivalents and restricted cash		2,757,935			1,962,996
Cash, cash equivalents and restricted cash at beginning of year		4,003,086			2,040,090
Cash, cash equivalents and restricted cash at end of year		6,761,021			4,003,086
Reconciliation in amounts on consolidated balance sheets:
Cash and cash equivalents		6,751,021			3,894,940
Restricted cash		10,000			108,146
Total cash, cash equivalents and restricted cash		6,761,021			4,003,086
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Recognition of right-of-use assets and operating lease liabilities		736,727			4,511,757
Net settlement of related parties balance		1,771,991			1,796,080
Unpaid deferred offering costs		1,871,500			—

The accompanying notes are an integral part of these consolidated financial statements.

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

1. Organization and principal activities

GOWell Technology Limited (the “Company”) was established under the laws of the Cayman Islands as an exempted company with limited liability on July 11, 2025. The principal executive office of the Company is 1 BULIM LANE 2 #04-51/54, 648110 Singapore. The Company, through its wholly-owned subsidiaries (collectively, the “Group”), is a global provider of integrated wireline logging technology and solutions focused on advancing well evaluation, integrity and performance. The Company serves the full energy spectrum, including oil and gas, geothermal, underground storage, and carbon sequestration, across the entire asset lifecycle, from construction and production to rejuvenation and permanent abandonment. As an integrated developer, manufacturer, and service provider, it delivers the equipment, logging data interpretation, and repair and maintenance services that position it to redefine industry standards in formation evaluation, well integrity, and production analysis.

Reorganization

Prior to the incorporation of the Company, the Group commenced its operation in 2007 and mainly carried out its business operations through Xi’an Gewei Petroleum Equipment Co., Ltd. (“Xi’an Gewei”) and its wholly-owned subsidiaries GOWell International, LLC (“GOWell US”), GOWell Oilfield Technology FZE (“GOWell Dubai”) and GOWell Oilfield Technology Canada Ltd (“GOWell Canada”).

Xi’an Gewei was established under the laws of the PRC on November 23, 2007 and controlled by Xi Zhang, who held totally 51% of Xi’an Gewei.

GOWell US was incorporated on April 13, 2011 under the laws of the United States of America. It became a wholly owned subsidiary of Xi’an Gewei on December 26, 2012.

GOWell Dubai was established by Xi’an Gewei on February 3, 2013 under the United Arab Emirates (“UAE”) Federal Decree Law.

GOWell Canada was incorporated on May 22, 2013 under the laws of Canada. It became a wholly owned subsidiary of Xi’an Gewei on November 14, 2013.

The Group has undertaken the following transactions (the “Reorganization”):

On April 12, 2024, GOWell Technology Singapore PTE LTD (“GOWell Singapore”) was incorporated under the laws of the Republic of Singapore (the “Singapore”). At the time of incorporation, it was wholly owned by Xi’an Gewei.

On November 12, 2024, Xi’an Gewei transferred 100% equity shares of GOWell Singapore to Compass Technology for consideration of US$10,000. On February 3, 2025, Compass Technology Co. Ltd (“Compass Technology”) transferred 100% equity shares of GOWell Singapore to Enchanted Smooth Holding Limited (“Enchanted Smooth”) for consideration of US$10,000. Both Compass Technology and Enchanted Smooth are controlled by the same ultimate individual shareholder, Xi Zhang.

On February 5, 2025, Xi’an Gewei transferred 100% equity shares of GOWell Canada to GOWell Singapore with nil consideration. On February 11, 2025, Xi’an Gewei transferred 100% equity shares of GOWell US to GOWell Singapore with nil consideration. On February 12, 2025, Xi’an Gewei transferred 100% equity shares of GOWell Dubai to GOWell Singapore with nil consideration.

On April 16, 2025, Hegro Well Pte. Ltd. (“Hegro Well”) was incorporated under the laws of Singapore. At the time of incorporation, it was wholly owned by Xi’an Gewei.

On April 24, 2025, Enchanted Smooth transferred 100% equity shares of GOWell Singapore to Hegro Well for consideration of US$1,000.

On July 9, 2025, Inbridge Limited was incorporated in Hong Kong as a limited company, which was renamed to GOW Limited in February 2026.

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

1. Organization and principal activities (cont.)

On July 11, 2025, the Company was incorporated under the laws of Cayman Islands, as an exempted company with limited liability. It was wholly owned by Hegro Well.

On July 29, 2025, ShenZhen Dipson Energy Technology Co., Ltd. was incorporated in Shenzhen China, as a wholly owned subsidiary of GOW Limited, which was renamed to Shenzhen GOWell Times Energy Technology Co., Ltd. (“ShenZhen GOWell”) in March 2026.

On July 30, 2025, Hegro Well transferred 100% equity shares of GOWell Singapore to the Company for consideration of US$1,000.

On November 27, 2025, GOWell Global Solutions FZE was established under the UAE Federal Decree Law, as the second UAE company, which will be used for the manufacturing capabilities in Dubai.

On October 13, 2025, 47,000 ordinary shares of the Company, with a par value of US$1.00 per share, held by Hegro Well, were surrendered and cancelled. On the same date, the Company’s shareholders adopted a special resolution to amend the Company’s memorandum and articles of association, thereby restructuring its authorized share capital. Specifically, the authorized share capital was adjusted from US$50,000 (represented by 50,000 ordinary shares) to US$50,000, which is divided into two classes of shares: (i) 450,000,000 ordinary shares with an aggregate par value of US$45,000, representing a par value of US$0.0001 per share; and (ii) 50,000,000 Series A Redeemable Preference Shares with an aggregate par value of US$5,000, representing a par value of US$0.0001 per share.

Subsequent to the aforesaid amendments, the 3,000 existing ordinary shares held by Hegro Well were subdivided, resulting in 30,000,000 ordinary shares with a par value of US$0.0001 per share.

Accordingly, the Company became the ultimate holding company of GOWell Singapore and its wholly-owned subsidiaries. The Group considered the transactions as a reorganization of entities since the ultimate individual shareholder remained unchanged and all entities within the Group were all under common control before and after the Reorganization. The Reorganization has been treated as a corporate restructuring of entities under common control and thus the current capital structure has been retroactively presented in prior periods as if such structure had existed at that time. In accordance with IFRS 10 and IAS 8, the entities under common control are presented on a consolidated basis for all periods to which such entities were under common control. Since all of the subsidiaries were under common control for the entirety of the years ended December 31, 2025 and 2024, the results of these subsidiaries are included in the consolidated financial statements for both periods. The accompanying financial statements have been prepared using the historical cost basis as if the Reorganization had occurred at the beginning of the first period presented. The results of operations for the periods presented reflect the consolidated performance of the previously separate entities from the beginning to the end of each period, with the effects of intra-entity transactions eliminated.

Reorganization of the legal structure of the Company (“Reorganization”) was completed on July 30, 2025, by carrying out a sequence of contemplated transactions, whereby the Company became the holding company of all entities discussed above.

As of December 31, 2025, the Company’s subsidiaries include the following entities:

Entity		Date of Incorporation		Place of incorporation		Ownership		Principal activities
GOWell Technology Singapore PTE LTD (“GOWell Singapore”)		April 12, 2024		Singapore		100%		Headquarter, manufacturing, equipment sales and equipment lease
GOWell Oilfield Technology FZE (“GOWell Dubai”)		February 3, 2013		Dubai		100%		Manufacturing, equipment sales, equipment leases and provision of services

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

1. Organization and principal activities (cont.)

Entity		Date of Incorporation		Place of incorporation		Ownership		Principal activities
GOWell International, LLC (“GOWell US”)		April 13, 2011		United States		100%		Research and development (“R&D”) center, manufacturing, equipment sales, equipment leases and provision of services
GOWell Oilfield Technology Canada Ltd (“GOWell Canada”)		May 22, 2013		Canada		100%		Equipment sales, equipment leases and provision of services
GOWell Technology Norway AS (“GOWell Norway”)		February 28, 2025		Norway		100%		R&D center and manufacturing
GOWell Global Solutions FZE (“GOWell Solutions”)		November 27, 2025		Dubai		100%		Equipment leases and provision of services
GOW Limited		July 9, 2025		Hong Kong		100%		Holding company for the Chinese Entity(ies)
GOWell Energy Technology (Shenzhen) Co., Ltd. (“ShenZhen GOWell”)		July 29, 2025		China		100%		Holding company for Xi’an GOWell and Beijing GOWell

Business Combination

On October 13, 2025, the board of directors of Inflection Point Acquisition Corp. V, a Cayman Islands exempted company (“SPAC”), unanimously approved the Business Combination Agreement, dated October 13, 2025, by and among SPAC, the Company, GOWell Energy Technology, a Cayman Islands exempted company (“PubCo”), and IPCV Merger Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of SPAC (“Merger Sub”) (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which the following will occur: (a) SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company (the “First Merger” and the time of the First Merger, the “First Merger Effective Time”), and (b) at least one Business Day after the First Merger, Merger Sub will merge with and into the Company, as a result of which the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving company and a wholly-owned direct subsidiary of PubCo (the “Second Merger,” together with the First Merger, referred to collectively as the “Merger” or the “Business Combination,” and the time of the Second Merger, the “Second Merger Effective Time”).

Pursuant to the Business Combination Agreement, one day prior to the date of the First Merger, the following will occur:

(1) each unit of SPAC (“SPAC Unit”) that is issued and outstanding will be automatically detached into one Class A ordinary share, par value $0.0001, of SPAC (a “SPAC Class A Share”) and one right entitling the holder to one-fifth of one SPAC Class A Share upon the completion of SPAC’s initial business combination (a “SPAC Right”) (the separation of the SPAC Units into SPAC Class A Ordinary Shares and SPAC Rights, the “Unit Separation”);

(2) each Class B Ordinary Share, par value $0.0001 per share, of the SPAC (each, a “SPAC Class B Share” and together with the SPAC Class A Shares, the “SPAC Ordinary Shares”) that is issued and outstanding will be automatically converted into one SPAC Class A Share (the “SPAC Class B Conversion”); and

(3) each SPAC Right that is issued and outstanding will be automatically exchanged for one-fifth of one SPAC Class A Share, with all fractional shares rounded down.

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

1. Organization and principal activities (cont.)

At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any party or the holders of securities of SPAC or PubCo, after giving effect to the Unit Separation, the SPAC Class B Conversion, and the exchange of the SPAC Rights pursuant to their terms:

(1) SPAC will effect the redemption of the SPAC Class A Shares issued as part of the SPAC Units issued in SPAC’s initial public offering (the “IPO,” and the SPAC Class A Shares issued therein, the “Public Shares,” and the holders of Public Shares, the “Public Shareholders”) that are validly submitted for redemption and not withdrawn (the “Redemptions”);

(2) each SPAC Class A Share (other than any treasury shares, dissenting shares and Public Shares validly submitted for redemption and not withdrawn), which is issued and outstanding immediately prior to the First Merger Effective Time, will be converted into the right to receive one (1) ordinary share, par value $0.0001 per share, of PubCo (each, a “PubCo Ordinary Share”); and

(3) each PubCo Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time, all of which will be standing in the name of the sole shareholder of PubCo (the “PubCo Sole Shareholder”) in the register of members of PubCo, will be irrevocably surrendered by the PubCo Sole Shareholder to PubCo for cancellation and for consideration equal to the subscription price (if any) that the PubCo Sole Shareholder paid for such PubCo Ordinary Share.

At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any party or the holders of securities of the Company or PubCo:

(1) each ordinary share, par value $0.0001 per share, of the Company (each, a “Company Ordinary Share”) that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a number of PubCo Ordinary Shares equal to (i) that number of PubCo Ordinary Shares determined by dividing (x) $300,000,000 (the “Initial Merger Consideration”) by (y) the price at which each Public Share may be redeemed, subject to a cap of $10.50 per share (the “Redemption Price”) (the quotient obtained from dividing (x) by (y), the “Company Consideration Shares”); divided by (ii) the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time (the quotient obtained from dividing (i) and (ii), the “Exchange Ratio”);

(2) each series A redeemable preference share of $0.0001 of the Company (each, a “Company Preferred Share”, and a holder of such shares, a “Company Preferred Shareholder”) that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a number of series A redeemable preference shares, par value $0.0001 per share, of PubCo (each, a “PubCo Preferred Share”) equal to (i) the sum of (x) the aggregate amount, including any nominal value and any premium, paid or deemed to be paid to the Company by or on behalf of the applicable Company Preferred Shareholder in connection with the issuance of such Company Preferred Share, and (y) any unpaid arrears of dividends or other amounts payable (including PIK dividends) in respect of such Company Preferred Share (the aggregate sum of (x) and (y), the “Accrued Value”), divided by (ii) the Redemption Price;

(3) each warrant to purchase Company Ordinary Shares (each, a “Company Warrant”) that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a warrant exercisable for a number of PubCo Ordinary Shares (each, a “PubCo Series A Investor Warrant”) equal to (x) the number of Company Ordinary Shares issuable upon conversion of Inflection Point Fund I LP’s (“New Sponsor’s”) or the Closing PIPE Investor’s (as defined below) Company Preferred Shares upon a hypothetical conversion of such Company Preferred Shares immediately prior to the Second Merger Effective Time multiplied by (y) the Exchange Ratio;

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

1. Organization and principal activities (cont.)

(4) each Company Ordinary Share subject to vesting, forfeiture, or other restrictions (each, a “Company Restricted Share”) that is outstanding and unvested immediately prior to the Second Merger Effective Time will automatically be assumed and converted into one PubCo Ordinary Share subject to vesting, forfeiture, or other restrictions (each, a “PubCo Restricted Share”) on the same terms and conditions as are in effect with respect to each such award of Company Restricted Shares immediately prior to the Second Merger Effective Time; and

(5) each ordinary share, par value $1.00 per share, of Merger Sub (each, a “Merger Sub Share”) that is issued and outstanding immediately prior to the Second Merger Effective Time will automatically be converted into and become one validly issued, fully paid and non-assessable ordinary share of the Company.

In addition to the Company Consideration Shares to be issued to the Hegro Well PTE. Ltd., a private company organized and existing under the Laws of Singapore, and holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, the “Exchange Act”) of 100% of the issued and outstanding Company Ordinary Shares (the “the Company Shareholder”), following the Closing, PubCo will issue to the Company Shareholder and the New Sponsor, as signatory to the Signing PIPE Subscription Agreement (as defined below), or their successors and assigns, their pro rata portion of up to an aggregate of 20,000,000 additional PubCo Ordinary Shares, subject to equitable adjustment (the “Earnout Shares”) in three tranches respectively, if PubCo and its subsidiaries achieve the following EBITDA targets, on a consolidated basis, for the fiscal year then ended, as reported by PubCo in its annual report filed with the Securities and Exchange Commission (the “SEC”):

• 2026 EBITDA (x) equal to or greater than 94% of $35,000,000 (the “2026 EBITDA Target”) but less than 100% of the 2026 EBITDA Target, a one-time issuance of 3,750,000 Earnout Shares, or (y) equal to or greater than 100% of the 2026 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares;

• 2027 EBITDA (x) equal to or greater than 80% of $50,000,000 (the “2027 EBITDA Target”) but less than 90% of the 2027 EBITDA Target, a one-time issuance of 4,330,000 Earnout Shares, (y) equal to or greater than 90% of the 2027 EBITDA Target but less than 100% of the 2027 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares, or (z) equal to or greater than 100% of the 2027 EBITDA Target, a one-time issuance of 7,500,000 Earnout Shares; and

• 2028 EBITDA (x) equal to or greater than 80% of $70,000,000 (the “2028 EBITDA Target”) but less than 90% of the 2028 EBITDA Target, a one-time issuance of 4,330,000 Earnout Shares, (y) equal to or greater than 90% of the 2028 EBITDA Target but less than 100% of the 2028 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares, or (z) equal to or greater than 100% of the 2028 EBITDA Target, a one-time issuance of 7,500,000 Earnout Shares.

Additionally, prior to the Second Merger Effective Time, the Company will issue an aggregate of 4,481,250 Company Restricted Shares to the officers and directors of SPAC who are serving in such capacities at the time of grant. The specific allocation of these shares among the individual recipients shall be determined by SPAC at the time of grant, in accordance with the terms and conditions set forth in the Business Combination Agreement.

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties.

Amendment to the Business Combination Agreement

On December 22, 2025, SPAC and the Company entered into that certain amendment to the Business Combination Agreement in order to clarify the number of PubCo Series A Investor Warrants to be issued upon conversion of the Company Warrants at the Second Merger Effective Time.

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Table of Contents

GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

2. Summary of material accounting policies

2.1 Basis of preparation

(a) Statement of compliance

These consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) accounting standards as issued by the International Accounting Standards Board (“IASB”). The consolidated financial statements were authorized for issue by the Board of Directors on June 8, 2026.

(b) Basis of measurement

These consolidated financial statements have been prepared on the historical cost basis except as otherwise indicated in the accounting policies.

(c) Functional and presentation currency

These consolidated financial statements are presented in U.S. dollars (“USD” or “US$” or “$”), which is the functional and reporting currency of the Company, except for GOWell Canada, of which the functional currency is Canadian dollars (“CAD”). The Company and its subsidiaries each determine their functional currency based on the currency of the primary economic environment in which they operate.

(d) Use of estimates and judgements

The preparation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

The Company continually evaluates these estimates and assumptions based on the most recently available information, historical experience and various other assumptions that the Company believes to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.

Information about critical estimates and judgements in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following:

• Note 2.4 — financial instruments

• Note 2.5 — measurement of fair value

• Note 2.6 — impairment of non-financial assets

• Note 2.8 — net realizable value of inventory

• Note 2.16 — recognition of deferred tax assets

2.2 Basis of consolidation

(a) Subsidiaries

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

2. Summary of material accounting policies (cont.)

(b) Subsidiaries transactions eliminated on consolidation

Intra balances and transactions, and any unrealized income and expenses arising from intra transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with associates are eliminated against the investment to the extent of the Company’s interest in the associates. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

2.3 Foreign currency transactions and translation

The consolidated financial statements are presented in United States dollars(“USD”). The functional currency of GOWell Canada is Canadian dollars “CAD”. The functional currencies of GOWell Cayman, GOWell Singapore, GOWell US, GOWell Norway and GOWell Dubai are USD. GOWell Canada’s assets and liabilities are translated from CAD into USD at the year-end exchange rates, and their revenues and expenses are translated at the average exchange rate during the year. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The rates are obtained from H.10 statistical release of the U.S. Federal Reserve Board.

		For the years ended December 31,
		2025		2024
Year end CAD: US$ exchange rate		0.7293		0.6944
Annual average CAD: US$ exchange rate		0.7157		0.7300

Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the applicable exchange rates at the statements of financial position dates. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date when the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated at the exchange rate at the date of the transaction. Net gains and losses resulting from foreign exchange transactions are recognized in profit or loss. Foreign currency differences arising from the translation are recognized in other comprehensive income or loss.

2.4 Financial instruments

(a) Recognition and initial measurement

Financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at FVTPL transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. However, if the Company has an unconditional right to an amount that differs from the transaction price (e.g. due to the Company’s refund policy), the trade receivable will be initially measured at the amount of that unconditional right.

Trade receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognized at fair value. They are subsequently measured at amortized cost using the effective interest method, less loss allowances. See note 2.6 for further information about the recognition of loss allowances for expect credit losses on trade receivables.

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Table of Contents

GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

2. Summary of material accounting policies (cont.)

For trade receivables with a significant financing component, an entity can choose as an accounting policy either to apply the general model for measuring the loss allowance or always to measure the loss allowance at an amount equal to the lifetime expected credit losses (the “ECLs”). The Company has chosen the latter policy.

(b) Classification and subsequent measurement

On initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income (“FVOCI”); or fair value through profit or loss (“FVTPL”).

Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All financial assets not classified as measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets at FVTPL are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

Financial assets at amortized cost are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

Debt investments at FVOCI are subsequently measured at fair value. Interest income is calculated using the effective interest method. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss.

Financial liabilities are measured at amortized cost or FVTPL. A financial liability is measured at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost under the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

2. Summary of material accounting policies (cont.)

2.5 Measurement of fair value

A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

As part of an established control framework, significant unobservable inputs and valuation adjustments are regularly reviewed. If third party information, such as broker quotes or pricing services, is used to measure fair values, such information is assessed to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement (with Level 3 being the lowest). The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting year during which the change has occurred. Certain of the Company’s liabilities are measured at fair value. In estimating fair value, the Company uses market-observable data to the extent it is available. In certain cases where Level 1 inputs are not available the Company will engage third-party qualified valuators to perform the valuation. Information about the valuation techniques and inputs used in determining the fair value of financial instruments is in Note 22.

2.6 Impairment

(a) Financial instruments

The Company recognizes a loss allowance for expected credit losses (ECLs) on financial assets measured at amortized cost (including cash and cash equivalents, restricted cash, trade receivables and other receivables).

The Company measures loss allowances at an amount equal to lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment, that includes forward-looking information.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive).

ECLs are discounted at the effective interest rate of the financial asset.

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

2. Summary of material accounting policies (cont.)

Credit-impaired financial assets

At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

• significant financial difficulty of the debtor;

• a breach of contract such as a default or being more than one year past due;

• the restructuring of a loan or advance by the Company on terms that the Company would not consider otherwise;

• it is probable that the debtor will enter bankruptcy or other financial reorganization; or

• the disappearance of an active market for a security because of financial difficulties.

Presentation of allowance for ECLs in the statement of financial position

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount for these assets.

Write-off

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

(b) Non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories, contract assets and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. An impairment loss is recognized if the carrying amount of an asset or its related cash-generating unit (“CGU”) exceeds its estimated recoverable amount.

For impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated to reduce the carrying amounts of the assets in the CGU on a pro rata basis.

Impairment losses recognized in prior periods are assessed at each reporting date for any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

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Table of Contents

GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

2. Summary of material accounting policies (cont.)

2.7 Cash and cash equivalents and restricted cash

Cash and cash equivalents are comprised of cash in bank balances. The Company considers all highly liquid investments purchased with original maturity of three months or less, and unencumbered bank deposits to be cash equivalents. The Company’s restricted cash mainly represents the guarantee deposits made by the Company in accordance with Dubai’s general requirements for all local operating entities, or per request by customers during ordinary course of business.

2.8 Inventories

Inventory consists of logging equipment, spare parts and work in progress.

Inventories are measured at the lower of cost and net realizable value, The cost of inventories is based on the monthly weighted average method. In the case of manufactured inventories, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. The amount of any write-down of inventories to net realizable value is recognized as cost of sales in the period the write-down occurs. The amount of any reversal of any write-down of inventories is recognized as a reduction in the amount of inventories recognized as a cost of revenue in the period in which the reversal occurs.

2.9 Rental equipment, property and equipment, net

Items of rental equipment, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Assets under construction included in property, plant and equipment relate to expenditure for leasehold improvements.

Cost includes expenditure that is directly attributable to the acquisition of the asset. Capitalized costs for new rental equipment include the purchase cost, inspection and delivery. Repair and maintenance costs that do not extend the lives of the rental equipment are charged to direct operating expenses at the time the costs are incurred. The gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognized in profit or loss.

Depreciation is calculated to write off the cost of items of rental equipment, property, and equipment less their estimated residual values under the straight-line method over their estimated useful lives, and is generally recognized in profit or loss.

The estimated useful lives and residual values of the Company’s rental equipment are based on the Company’s expectations for future used logging equipment sale prices, The Company evaluates estimates used in its depreciation policies on a regular basis to determine whether changes have taken place that would suggest that a change in its depreciation estimates for useful lives or the assigned residual values of its equipment is warranted.

The costs and related accumulated depreciation of assets sold or otherwise retired are eliminated from the Company’s accounts and any gain or loss is included in the consolidated statements of profit or loss and other comprehensive income. The cost of maintenance and repair is charged to expenses as incurred, whereas significant renewals and betterments are capitalized. Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

2. Summary of material accounting policies (cont.)

Estimated useful lives are as follows:

Category		Estimated useful life
Rental equipment		8 years
Motor vehicle		4 years
Office equipment and furniture		3 – 8 years

2.10 Intangible assets

Intangible assets are carried at cost less accumulated amortization and any recorded impairment. Amortization is calculated to write off the cost of intangible assets with finite useful lives using straight-line method over their estimated useful lives and is generally recognized in profit or loss. Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortization and any accumulated impairment losses.

Their estimated useful lives of intangible assets are as follows:

Category		Estimated useful life
Software		5 – 10 years
Patent		10 years

2.11 Contract liabilities

A contract liability is recognized when the customer pays non-refundable consideration before the Group recognizes the related revenue. A contract liability would also be recognized if the Group has an unconditional right to receive non-refundable consideration before the Group recognizes the related revenue. In such cases, a corresponding receivable would also be recognized.

2.12 Related party

For the purpose of these consolidated financial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

(a) A person, or a close member of that person’s family, is related to the Company if that person:

(i) has control or joint control over the Company; or

(ii) has significant influence over the Company; or

(iii) is a member of the key management personnel of the Company or the Company’s parent.

(b) An entity is related to the Company if any of the following conditions applies:

• The entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

2. Summary of material accounting policies (cont.)

• One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

• Both entities are joint ventures of the same third party.

• One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

• The entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company.

• The entity is controlled or jointly controlled by a person identified in (a).

• A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

• The entity, or any member of a group of which it is a part, provides key management personnel services to the Company or to the Company’s parent.

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

2.13 Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

(a) As a lessee

At commencement or on modification of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. The Company has not elected the practical expedient under IFRS 16 for lease of property, not to separate non-lease components from lease components, but accounting for the lease and non-lease components separately. The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The right-of-use asset is subsequently stated at cost less accumulated depreciation and impairment losses if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Most of Company’s lease agreements do not have an interest rate implicit in the lease, and therefore, the Company uses its incremental borrowing rate as the discount rate to calculate the present value of the lease payments.

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

2. Summary of material accounting policies (cont.)

The Company determines their incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the assets leased.

Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

• amounts expected to be payable under a residual value guarantee; and

• the exercise price under a purchase option that the Company are reasonably certain to exercise, lease payments in an optional renewal period if the Company are reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company are reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Short-term leases and leases of low-value assets

The Company has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases. Short-term leases are leases with initial term of 12 months or less. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(b) As a lessor

As a lessor, the Company entered into operating lease agreements with customers for equipment lease. With respect to lessor lease transactions, the Company determines at the commencement of the lease whether each lease is a finance lease or operating lease. A lease is classified as a finance lease if it transfers substantially all of the risks and rewards incidental to the ownership of an underlying asset. Otherwise leases are classified as operating leases. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset. The Company recognizes the operating lease payments in profit or loss on a straight-line basis over the lease term.

2.14 Revenue

Revenue is recognized when control over the product or service is transferred to the customer, at the amount of promised consideration to which the Group is expected to be entitled in exchange for the satisfaction of a specific performance obligation, excluding those amounts collected on behalf of third parties. Revenue excludes value added tax or other sales taxes and is after deduction of any sales rebates and sales return.

The Company recognizes revenue when goods and services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods and services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

2. Summary of material accounting policies (cont.)

Revenue recognition policies for each type of revenue stream are as follows:

Equipment sales

The Company generates revenue from the product sales of logging equipment. There is one performance obligation, which is to sell and deliver the products ordered by customers. The Company provides quality guarantee terms for 12 months after equipment sales, which is an assurance type warranty that the product complies with agreed-upon specifications. The Company does not identify it as a separate performance obligation. Shipping activities are performed before customers obtain control of the goods, and hence, should not be considered a separate performance obligation. As a result, both cost of goods and freight costs are recognized at the same time when products are delivered to the designated location, after shipping activities are completed. The Company recognizes revenue for equipment sales at point in time when the equipment’s control is transferred to customers. The payment terms and conditions vary by contract type and specific customer. Some customers make advance payments, while for the rest, the Company’s terms mainly require payment within 30 to 90 days after the invoice is issued.

Equipment lease

The Company enters into lease agreements with customer for equipment lease. There is one performance obligation, which is to lease the products ordered by customers. The Company accounts for the equipment lease transaction as operating leases and recognizes the leasing revenue over time during the lease term, on a straight-line basis. The most typical lease term is one month. The payment terms and conditions vary by contract type and specific customer. Some customers make advance payments, while for the rest, the Company’s terms mainly require payment within 30 to 90 days after the invoice is issued.

Provision of services

The Company provides data interpretation services and maintenance and repair services to customers. Data interpretation services are to analyze the data generated by logging equipment and deliver a report to the customers. The Company provides several maintenance and repair services per customer’s request. There is one performance obligation in these services, which is to deliver data interpretation reports to customers or complete maintenance and repair services. The Company recognizes the revenue from these services at the point in time when the services are accepted by customers.

The transaction price of above three types of revenue streams is not subject to any significant variable consideration, refund, cancellation or termination provision. No noncash payment identified in the arrangements with customers. In the instance that some eligible customers elect installment payment for equipment sales, the Company believes such arrangement contains a significant financing component and as a result adjusts the transaction price to reflect the impact of time value on the transaction price using an appropriate discount rate (i.e. the interest rates of the loan reflecting the credit risk of the borrower). Interest income resulting from arrangements with a significant financing component is presented as interest income and presented separately from revenue from contracts with customers. Receivables related to the installment payment that are expected to be repaid by customers beyond one year of the dates of the financial statements are recognized as non-current assets, while receivables within one year of the dates of the financial statements are recognized as current assets. The difference between the gross receivable and the respective present value is recorded as unrealized finance income.

2.15 Finance income and finance costs

Finance income comprises interest income on bank deposits. Finance costs comprise interest expense on borrowings, lease liabilities, accrued dividend of redeemable preference shares, fair value loss on financial liabilities measured at FVTPL and foreign currency gain or loss on financial assets and financial liabilities.

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

2. Summary of material accounting policies (cont.)

Interest income and expense are recognized under the effective interest method. The “effective interest rate” is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to the gross carrying amount of the financial asset; or the amortized cost of the financial liability. In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the financial asset (when the asset is not credit-impaired) or to the amortized of the liability.

2.16 Income tax

Income tax for the period comprises current tax and movements in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognized in profit or loss except to the extent that they relate to items recognized in other comprehensive income or directly in equity, in which case the relevant amounts of tax are recognized in other comprehensive income or directly in equity, respectively.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the end of each reporting period, and any adjustment to tax payable in respect of previous year. The amount of current tax payable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. Current tax assets and liabilities are offset only if certain criteria are met.

Deferred tax assets and liabilities arise from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax is not recognized for:

• temporary differences arising from the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting profit nor taxable profit (or deductible loss) and does not give rise to equal taxable and deductible temporary differences;

• temporary differences relating to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future; and

The Group recognized deferred tax assets and deferred tax liabilities separately in relation to its lease liabilities and right-of-use assets.

Deferred tax assets also arise from unused tax losses and unused tax credits. Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, the future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized such reductions are reversed when the probability of future taxable profits improves. Such reduction is reversed to the extent that it becomes probable that sufficient taxable profits will be available.

Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and deferred tax liabilities are offset if all of the following conditions are met:

• the taxable entity has a legally enforceable right to set off current tax assets against current tax liabilities;

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

2. Summary of material accounting policies (cont.)

• they relate to income taxes levied by the same taxation authority on either:

• the same taxable entity; or

• different taxable entities, which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

The use of estimates is also important in determining provisions for potential losses that may arise from uncertain income tax positions. The Group estimates and provides for potential losses that may arise out of uncertain income tax positions, in accordance with IAS 12, “Income Taxes” and IFRIC 23, “Uncertainty over Income Tax Treatment”. Significant judgment is required in making these estimates and the Group’s final liabilities may ultimately be materially different.

2.17 Employee benefits

Short-term employee benefits are expensed as the related service is provided. The compensation payable was classified as current liability since the Company do not have the right to defer settlement of the liability for at lease twelve months after the reporting period. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

2.18 Earnings per share

The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held, if any. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, if any, for the effects of all dilutive potential ordinary shares. For the year ended December 31, 2025, the Company’s redeemable preference shares and warrants were excluded from the computation of diluted earnings per share as their inclusion would have been anti-dilutive; therefore, diluted earnings per share was equivalent to basic earnings per share.

2.19 Provisions and contingent liabilities

Provisions are recognized when the Company has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

2.20 Segment reporting

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity) whose operating results are regularly reviewed by the entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

2. Summary of material accounting policies (cont.)

Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics. For example, similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar. Two or more operating segments may be aggregated into a single operating segment if aggregation is consistent with the core principle of this IFRS, the segments have similar economic characteristics, and the segments are similar in each of the following respects:

(a) the nature of the products and services;

(b) the nature of the production processes;

(c) the type or class of customer for their products and services

(d) the methods used to distribute their products or provide their services; and

(e) if applicable, the nature of the regulatory environment, for example, banking, insurance or public utilities.

The Company’s CODM, identified as the Company’s Chief Executive Officer (“CEO”), relies upon the Consolidated results of operations as a whole when making decisions about allocating resources and assessing the performance of the Company. The Company operates a fully integrated business model, providing a comprehensive suite of wireline logging solutions that encompass equipment sales, operational leasing, and specialized technical services. As a result of the assessment made by CODM, the Company has one reportable segment as defined by IFRS8. This is because the Company’s operating segments are similar in the three key aspect: (i) the nature of the products and services, (ii) the nature of the production processes, and (iii) the type or class of customer for their products and services. Additionally, these operating segments are regularly reviewed by the CEO on a consolidated basis.

2.21 Recent accounting pronouncements

(a) New standard and interpretations adopted

The Company has not early adopted any standard, interpretation or amendment issued but not yet effective.

(b) New standards issued but not yet effective

The new and amended standards and interpretations already issued, but yet not effective, at the closing of this reporting period are described next. The Company intends to adopt these new and amended standards and interpretations, if applicable, once they become effective:

IFRS 18: Presentation and disclosure in financial statements

IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after 1 January 2027. The new standard introduces the following key new requirements.

• Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. Entities’ net profit will not change.

• Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements.

• Enhanced guidance is provided on how to group information in the financial statements.

In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

2. Summary of material accounting policies (cont.)

The Company is still in the process of assessing the impact of the new standard, particularly with respect to the structure of the Company’s statement of profit or loss, the statement of cash flows and the additional disclosures required for MPMs. The Company is also assessing the impact on how information is grouped in the financial statements, including for items currently labelled as “other”.

Other accounting standards

The following new and amended accounting standards are not expected to have a significant impact on the Company’s consolidated financial statements.

• Lack of Exchange ability (Amendments to IAS 21)

• Translation to a Hyperinflationary Presentation Currency (Amendments to IAS 21)

• Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)

• Subsidiaries without Public Accountability: Disclosures (Amendments to IFRS 19)

• Annual Improvements to IFRS Accounting Standards — Volume 11 (Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7)

3. Cash, cash equivalents and restricted cash

As of December 31, 2025 and 2024, cash, cash equivalents and restricted cash consisted of the following:

		As of December 31,
		2025		2024
		$		$
Cash at banks		6,751,021		3,894,940
Total cash and cash equivalents		6,751,021		3,894,940
Restricted cash, current		10,000		108,146
Total cash, cash equivalents and restricted cash		6,761,021		4,003,086

4. Trade receivables, net

As of December 31, 2025 and 2024, trade receivables consisted of the following:

		As of December 31,
		2025			2024
		$			$
Trade receivables		19,948,464			14,236,014
Less: Allowance for credit losses		(1,940,416	)		(558,347	)
Trade receivables, net		18,008,048			13,677,667

The changes in the allowance for expected credit losses are as follows:

		For the Years Ended December 31,
		2025			2024
		$			$
Balance at the beginning of the year		(558,347	)		(598,201	)
Addition		(1,383,936	)		—
Reversal		—			14,228
Write-off		1,867			25,626
Balance at the end of the year		(1,940,416	)		(558,347	)

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

5. Inventories, net

As of December 31, 2025 and 2024, inventories, net consisted of the following:

		As of December 31,
		2025			2024
		$			$
New equipment		7,171,873			6,215,336
Spare parts		9,238,562			7,134,463
Work in progress		12,805			658,489
Inventories, gross		16,423,240			14,008,288
Less: write-downs of inventories		(853,707	)		(1,372,865	)
Inventories, net		15,569,533			12,635,423

The changes in the write-downs of inventories are as follows:

		For the Years Ended December 31,
		2025			2024
		$			$
Balance at the beginning of the year		(1,372,865	)		(1,012,875	)
Additions		(317,762	)		(363,619	)
Reversal		198,951			—
Write-off		653,131			—
Foreign currency translation		(15,162	)		3,629
Balance at the end of the year		(853,707	)		(1,372,865	)

For the years ended December 31, 2025 and 2024, inventory costs of $7,952,352 and $9,447,086, respectively, were recognized as expenses included in “cost of revenues”. For the years ended December 31, 2025 and 2024, an addition to the write-downs of inventories of $317,762 and $363,619, was recognized respectively.

During 2025, the Group recognized a net inventory write-off of $653,131, primarily related to the disposal of certain inventories that became obsolete or were no longer usable as a result of technological advancements.

6. Prepaid expenses and other current assets

As of December 31, 2025 and 2024, prepaid expenses and other current assets consisted of the following:

		As of December 31,
		2025		2024
		$		$
Prepayment to suppliers		1,297,922		505,683
Prepaid expenses		456,477		228,255
Deposits		91,717		18,000
Advance to employees		69,409		27,859
Others		—		15,735
Total		1,915,525		795,532

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

7. Rental equipment, net

		As of December 31,
		2025			2024
		$			$
Cost:
Balance at the beginning of the year		35,173,375			33,405,424
Additions		6,749,740			5,852,769
Disposal		(1,481,165	)		(3,923,035	)
Effect of movement in exchange rates		91,798			(161,783	)
Balance at the end of the year		40,533,748			35,173,375
Accumulated depreciation:
Balance at the beginning of the year		(14,140,328	)		(11,704,303	)
Additions		(4,203,189	)		(3,848,091	)
Disposal		627,036			1,322,728
Effect of movement in exchange rates		(55,270	)		89,338
Balance at the end of the year		(17,771,751	)		(14,140,328	)
Rental Equipment, net		22,761,997			21,033,047

For the years ended December 31, 2025 and 2024, the Company recognized depreciation expenses of $4,203,189 and $3,848,091, respectively.

8. Property and equipment, net

		Office Equipment and Furniture			Motor Vehicle			Asset Under Construction		Total
		$			$			$		$
Cost:
As of December 31, 2023		539,777			409,888			—		949,665
Additions		214,780			50,618			—		265,398
Disposal		(1,408	)		(96,028	)		—		(97,436	)
Effect of movement in exchange rates		(3,939	)		(10,867	)		—		(14,806	)
As of December 31, 2024		749,210			353,611			—		1,102,821
Additions		480,856			—			1,248,579		1,729,435
Disposal		(117,427	)		(117,315	)		—		(234,742	)
Effect of movement in exchange rates		2,187			5,064			—		7,251
As of December 31, 2025		1,114,826			241,360			1,248,579		2,604,765
Accumulated depreciation:
As of December 31, 2023		(316,637	)		(146,177	)		—		(462,814	)
Additions		(87,634	)		(65,044	)		—		(152,678	)
Disposal		852			43,787			—		44,639
Effect of movement in exchange rates		3,409			2,724			—		6,133
As of December 31, 2024		(400,010	)		(164,710	)		—		(564,720	)
Additions		(153,535	)		(34,979	)		—		(188,514	)
Disposal		97,219			39,594			—		136,813
Effect of movement in exchange rates		(1,985	)		(1,625	)		—		(3,610	)
As of December 31, 2025		(458,311	)		(161,720	)		—		(620,031	)
Net book value:
As of December 31, 2024		349,200			188,901			—		538,101
As of December 31, 2025		656,515			79,640			1,248,579		1,984,734

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

8. Property and equipment, net (cont.)

For the years ended December 31, 2025 and 2024, the Company recognized depreciation expenses of $188,514 and $152,678, respectively. For the years ended December 31, 2025 and 2024, there was no impairment of property and equipment, respectively.

9. Intangible assets, net

		Software			Patent			Total
		$			$			$
Cost:
As of December 31, 2023		2,493,478			—			2,493,478
Additions		400,000			—			400,000
Effect of movement in exchange rates		(3,973	)		—			(3,973	)
As of December 31, 2024		2,889,505			—			2,889,505
Additions		486,740			300,000			786,740
Effect of movement in exchange rates		2,197			—			2,197
As of December 31, 2025		3,378,442			300,000			3,678,442
Accumulated amortization:
As of December 31, 2023		(256,556	)		—			(256,556	)
Additions		(262,995	)		—			(262,995	)
Effect of movement in exchange rates		3,468			—			3,468
As of December 31, 2024		(516,083	)		—			(516,083	)
Additions		(343,030	)		(25,000	)		(368,030	)
Effect of movement in exchange rates		(2,057	)		—			(2,057	)
As of December 31, 2025		(861,170	)		(25,000	)		(886,170	)
Net book value:
As of December 31, 2024		2,373,422			—			2,373,422
As of December 31, 2025		2,517,272			275,000			2,792,272

For the years ended December 31, 2025 and 2024, the Company recognized amortization expenses of $368,030 and $262,995, respectively. For the years ended December 31, 2025 and 2024, there was no impairment of intangible assets, respectively.

10. Leases

As a lessee

Right-of-use assets:

		As of December 31,
		2025			2024
		$			$
Cost:
Balance at the beginning of the year		7,663,384			3,983,171
Additions		736,727			4,511,757
Disposal		(205,342	)		(805,882	)
Effect of movement in exchange rates		38,412			(25,662	)
Balance at the end of the year		8,233,181			7,663,384

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

10. Leases (cont.)

		As of December 31,
		2025			2024
		$			$
Accumulated depreciation and impairment:
Balance at the beginning of the year		(1,155,699	)		(976,960	)
Additions		(1,597,683	)		(980,666	)
Disposal		134,312			795,719
Effect of movement in exchange rates		(4	)		6,208
Balance at the end of the year		(2,619,074	)		(1,155,699	)
Right-of-use assets, net		5,614,107			6,507,685

Lease liabilities:

		As of December 31,
		2025		2024
		$		$
Lease liabilities, current		1,684,479		1,127,101
Lease liabilities, non-current*		4,702,317		5,753,111
Total lease liabilities, current		6,386,796		6,880,212

____________

* (i) Regarding the lease of the Company’s office in Dubai, the Company expects to exercise the renewal option to extend the lease term by three years until 2027. During those three years, the quarterly rent will increase by 10% annually from the current rate of $72,234. (ii) Regarding the lease of the Company’s office in Singapore, the Company expects to exercise the renewal option to extend the lease term by three years to 2034. The Company expects monthly rental payments to remain unchanged over this period, as the office is in a newly developed industrial area with relatively low local rental rates to attract tenants. The extension of the lease term was reflected in the right-of-use assets and operating lease liabilities in the consolidated statements of financial position.

The operating lease cost and short-term lease cost for the years ended December 31, 2025 and 2024, were as follows:

		For the Years Ended December 31,
		2025		2024
		$		$
Depreciation charge for right-of-use assets		1,597,683		980,666
Interest on lease liabilities		250,221		221,048
Expenses relating to short-term lease and low value assets		20,399		54,572

The weighted-average discount rate was calculated using the discount rate for the lease that was used to calculate the lease liability balance for each lease and the remaining balance of the lease payments for each lease as of December 31, 2025 and 2024.

A summary of supplemental information related to operating leases are as follows:

		As of December 31,
		2025		2024
		$		$
Total cash outflow for lease liabilities		1,411,401		993,850
Total cash outflow for short-term leases		20,399		54,572
Weighted average remaining lease term		4.2 years		5.4 years
Weighted average discount rate		3.77%		3.92%

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

10. Leases (cont.)

As a lessor

The revenue generated from equipment lease were $23,083,893 and $22,426,732 for the years ended December 31, 2025 and 2024, respectively.

11. Accruals and Other payables

		As of December 31,
		2025		2024
		$		$
Accrued expenses*		2,370,076		86,060
Payroll payable		1,298,724		691,720
Agency fee payable		593,512		64,511
Rebate payable		253,310		441,662
Deferred revenue		105,621		488,180
Other tax payable		142,294		174,294
Credit card bill		59,279		109,854
Others		37,668		57,518
Interest payable		—		153,835
Total		4,860,484		2,267,634

____________

* Accrued expenses primarily consist of professional service fees related to the pre-initial public offering process, including banker fees, auditing, legal, and financial consulting services, as well as miscellaneous fees related to daily management.

12. Loans and borrowings

		As of December 31,
		2025				2024
		Face value		Carrying amount		Face value		Carrying amount
		$		$		$		$
Short-term bank loans(1)		—		—		55,685		55,685
Loans from third parties other than banks(2)		25,149		25,149		623,941		623,941
Loans from third parties other than banks, non-current		37,262		37,262		695,015		695,015
Total		62,411		62,411		1,374,641		1,374,641

____________

(1) On December 8, 2023, GOWell Dubai entered into a credit loan agreement with a local bank in the total amount of AED2,998,010 (approximately $816,341), matured on December 6, 2024. The interest rate is composed of SME Prime rate which is fixed at 15.5% and floating upward by 2.00%. During the year ended December 31, 2025, the Company repaid $55,685 and fully settled in January 2025.

(2) Loans from third parties other than banks represent borrowings from third-party entities. These loans are governed by two loan agreements with interest rates of 1% and 8%, respectively. The loans are unsecured and will mature on November 23, 2028 and December 11, 2027, respectively.

Interest expenses for loans from bank and third parties were $50,871 and $206,066 for the years ended December 31, 2025 and 2024, respectively.

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GOWell Technology Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)

12. Loans and borrowings (cont.)

Reconciliation of movements of liabilities to cash flow arising from financing activities:

		Loans payable, current			Operating lease liabilities, current			Loans payable, non- current			Derivative liabilities		Redeemable preference shares		Amounts due to related parties, non- current			Operating lease liabilities, non- current			Total
		$			$			$			$		$		$			$			$
As of December 31, 2024		679,626			1,127,101			695,015			—		—		4,228,135			5,753,111			12,482,988
Changes from financing cash flows:
Repayments of loans from third parties		(333,526	)		—			(431,751	)		—		—		—			—			(765,277	)
Repayments of loans from banks		(54,281	)		—			—			—		—		—			—			(54,281	)
Repayment of loans from related parties		—			—			—			—		—		(3,842,093	)		—			(3,842,093	)
Repayments of motor vehicle mortgage loan		(28,025	)		—			—			—		—		—			—			(28,025	)
Repayment of Lease liabilities		—			(1,411,401	)		—			—		—		—			—			(1,411,401	)
Proceeds from PIPE investments		—			—			—			4,371,055		15,628,945		—			—			20,000,000
Interest paid		(216,081	)		—			(134,765	)		—		—		—			—			(350,846	)
Net cash used in financing activities		(631,913	)		(1,411,401	)		(566,516	)		4,371,055		15,628,945		(3,842,093	)		—			13,548,077
Effect of exchange rate changes on cash and cash equivalents		39,805			(69,697	)		100			—		—		—			734			(29,058	)
Other changes liabilities-related
Interest on lease liabilities		—			250,221			—			—		—		—			—			250,221
Interest on loan payable		151,869			—			—			—		—		—			—			151,869
Interest expense on Redeemable Preferred Shares		—			—			—			—		1,034,107		—			—			1,034,107	⚠️ Filing Content Truncated This filing was too large to display in its entirety (original size: 22.89 MB). The content has been truncated to fit within database limits. To view the complete filing, please visit the original source: View Complete Filing on SEC Website Filing: DEFM14A - Inflection Point Acquisition Corp. V (IPEX) Accession Number: 0001213900-26-087896