Inflection Point Acquisition Corp. V entered into a Second Amendment to its Business Combination Agreement with GOWell Technology Limited on July 13, 2026. The amendment adjusts the 2026 EBITDA-based earnout so that consideration can be partially earned at both 80% and 90% of the 2026 EBITDA target, aligning this structure with the existing 2027 and 2028 EBITDA earnouts.
The amendment also increases the cap on SPAC Transaction Expenses from $8,000,000 to $9,000,000 and excludes certain specified expenses from this cap. A registration statement containing a preliminary proxy statement/prospectus for the proposed business combination among Inflection Point, GOWell and PubCo has been filed, and shareholders are urged to review those materials when available.
Inflection Point Acquisition Corp. V entered into a second amendment to its Business Combination Agreement with GOWell Technology Limited on July 13, 2026. The amendment lets the 2026 EBITDA-based earnout be partially earned at 80% of the 2026 EBITDA Target, in addition to an existing partial earnout at 90%, aligning the 2026 earnout with the structures for the 2027 and 2028 EBITDA Targets. It also raises the cap on SPAC Transaction Expenses from $8,000,000 to $9,000,000 and excludes certain specified expenses from that cap.
The Business Combination involves IPEX, GOWell, GOWell Energy Technology (PubCo) and IPCV Merger Sub Limited. A registration statement with a preliminary proxy statement/prospectus has been filed with the SEC, and, after effectiveness, IPEX will mail a definitive proxy statement/prospectus to shareholders of record for voting on the Business Combination.
Inflection Point Acquisition Corp. V is asking shareholders to approve an amendment to its Articles to extend the deadline to complete an initial business combination from August 14, 2026 to August 31, 2026, with the Board able to add up to four further one‑month extensions to as late as December 31, 2026. The company has a signed Business Combination Agreement with GOWell Technology Limited but believes there may not be enough time to obtain approval and close under the current deadline.
Holders of Class A public shares may redeem all or part of their shares in connection with the extension vote for cash equal to the amount in the trust account divided by the number of public shares. The company estimates a redemption price of approximately $10.54 per share based on funds in the trust as of June 30, 2026, compared with a Class A share closing price of $10.52 on July 6, 2026. Shareholders retain the right to vote on and redeem in connection with the eventual business combination or, if no deal closes by the extended deadline, upon liquidation.
The prior sponsor owns 2,153,750 Class A shares and the new sponsor 990,000 Class B shares, together about 26.4% of outstanding ordinary shares as of the record date. Approval of the extension requires a special resolution supported by at least two thirds of votes cast, with specific minimum public support needed if all shares are present. A separate proposal would allow adjournment of the meeting to solicit additional proxies if required. The Board recommends voting in favor of both proposals but takes no position on whether holders should redeem their shares.
Inflection Point Acquisition Corp. V, a blank check company, reported net income of $240,456 for the quarter ended March 31, 2026, driven mainly by $785,555 of interest earned on the $90.1 million held in its trust account.
Operating costs rose to $545,794 as the company pursued its proposed business combination with GOWell Technology Limited. Cash outside the trust was only $10,863, with a working capital deficit of $2.42 million.
The company has until August 14, 2026 to complete a business combination, after which it must liquidate. Management disclosed that these liquidity constraints and the mandatory liquidation trigger raise substantial doubt about its ability to continue as a going concern.
W.R. Berkley Corporation amended a Schedule 13G/A to report beneficial ownership of 981,096 shares of Inflection Point Acquisition Corp. V Class A ordinary shares, representing 9.0% of the class. The filing lists shared voting and dispositive power over the 981,096 shares and is dated 05/07/2026.
GOWell Technology Limited presented its business model, technology roadmap, and financial outlook ahead of a proposed business combination with Inflection Point Acquisition Corp. V (IPEX). Management described GOWell as a developer and manufacturer of down-hole wireline tools focused on well integrity and adjacent markets including geothermal, carbon capture, and plug-and-abandonment work.
Key disclosed figures: estimated 2025 revenue of $47 million with ~59% gross margin and $18 million adjusted EBITDA (~38%); 2026 revenue guidance of $60–$68 million with adjusted EBITDA of $25.0–$29.6 million (~41–43%); recurring revenue ~62% of 2025 revenue; backlog increase of $23 million and $51 million bookings in first nine months of 2025. Management highlighted an asset-light rental model, patent protection for new tech, an M&A pipeline, and a Singapore HQ/manufacturing expansion.
Inflection Point Acquisition Corp. V furnished an investor presentation relating to its previously announced Business Combination with GOWell. The presentation, including materials for an Analyst Day held on April 14, 2026, is attached as Exhibit 99.1 and is being furnished under Regulation FD. The filing notes a registration statement with a preliminary proxy statement/prospectus has been filed; a definitive proxy/prospectus will be mailed after effectiveness and a record date is set.
Inflection Point Acquisition Corp. V furnished an investor presentation for its proposed business combination with GOWell Technology Limited, a well integrity logging technology provider. The materials describe GOWell’s global operations, technology portfolio, growth strategy, projected financials, and key risks for the combined company.
GOWell highlights estimated 2025 revenue of $47 million, strong gross and Adjusted EBITDA margins, a growing backlog, and plans to expand innovative thru-tubing well integrity tools across traditional oil and gas, plug-and-abandonment, natural gas storage, geothermal, and emerging carbon capture markets.
Inflection Point Acquisition Corp. V entered Amendment No. 2 to its promissory note on April 2, 2026, raising the aggregate principal to $800,000 to reflect a $100,000 working-capital advance from its sponsor, Inflection Point Fund I LP. The amendment creates a direct financial obligation on the SPAC.
The report also states the SPAC and GOWell Technology Limited are progressing a proposed business combination and have filed a registration statement containing a preliminary proxy statement and preliminary prospectus; a definitive proxy/prospectus will be mailed after effectiveness and a record date is set for shareholder voting.
Inflection Point Acquisition Corp. V entered into Amendment No. 2 to its existing promissory note with its sponsor, Inflection Point Fund I LP. The amendment increases the aggregate principal of the promissory note to $800,000 to reflect a new $100,000 working capital advance from the sponsor.
This amendment creates a direct financial obligation of the SPAC to its sponsor, as disclosed under the items covering material definitive agreements and direct financial obligations. The filing also reiterates that a registration statement and proxy/prospectus have been filed in connection with the proposed business combination with GOWell Technology Limited.