Inflection Point Acquisition Corp. V (IPEXR) SEC Filings

Inflection Point Acquisition Corp. V (IPEX) held an extraordinary general meeting on September 3, 2026, at which shareholders approved all proposals related to its previously announced business combination with GOWell Technology Limited through GOWell Energy Technology (PubCo) and IPCV Merger Sub Limited. As of the June 30, 2026 record date, there were 11,909,375 ordinary shares outstanding and entitled to vote, including 10,919,375 Class A shares and 990,000 Class B shares. Holders of 10,049,931 shares were represented, so a quorum was present. Key proposals each received between 8,643,379 and 9,073,774 votes in favor and between 976,157 and 1,406,552 votes against, and the adjournment proposal was not needed. A registration statement for the transaction, including the proxy statement/prospectus for PubCo shares, was declared effective by the SEC on August 11, 2026.

Inflection Point Acquisition Corp. V (IPEX) reports that, in connection with its proposed business combination with GOWell Technology Limited and GOWell Energy Technology, it has entered into multiple amendments dated August 31, 2026 that eliminate post-closing lock-up restrictions for its sponsors and certain representatives. A Third Amendment to the Business Combination Agreement removes the requirement for the sponsors to sign a lock-up with PubCo; a related amendment to the SPAC Holders Support Agreement and an omnibus amendment to the Amended and Restated Letter Agreement and the Underwriting Agreement similarly remove sponsor and representative transfer restrictions. As a result, an aggregate of 3,337,500 PubCo Ordinary Shares expected to be held by Inflection Point Fund I, LP, Maywood Sponsor, Cohen & Company Capital Markets and Seaport Global Securities after closing will be freely tradable. IPEX also provides detailed supplemental disclosures to its proxy statement/prospectus ahead of the extraordinary general meeting to approve the business combination, including clarifications to risk factors, descriptions of ancillary agreements, and expanded disclosure of the compensation and equity awards to sponsors, officers and directors, which may materially dilute non-redeeming public shareholders.

Inflection Point Acquisition Corp. V (IPEX) reports an administrative change related to its pending business combination with GOWell Technology Limited. The deadline for shareholders to submit or amend redemption requests in connection with the Business Combination has been extended from 5:00 p.m. Eastern Time on September 1, 2026 to 5:00 p.m. Eastern Time on September 2, 2026. Shareholders who previously submitted redemption requests may withdraw them by contacting Continental Stock Transfer and Trust Company by 5:00 p.m. New York Time on September 2, 2026; those who do not wish to withdraw need not take further action. A registration statement covering the transaction, including a Proxy Statement/Prospectus, was declared effective by the SEC on August 11, 2026 and the definitive Proxy Statement/Prospectus was mailed to shareholders of record as of June 30, 2026.

Inflection Point Acquisition Corp. V (IPEX) reports that on August 25, 2026 its board of directors elected to extend the deadline to complete an initial business combination. The deadline moved from August 31, 2026 to September 30, 2026.

The company’s third amended and restated memorandum and articles of association, as amended, allow the board to extend this deadline up to four times in one‑month increments, to as late as December 31, 2026.

Inflection Point Acquisition Corp. V, a Cayman Islands SPAC, reported June 30, 2026 total assets of $91.1 million, almost entirely marketable securities in its Trust Account of $90.9 million, and cash outside the trust of $61,234. Liabilities were $7.2 million, including a $3.45 million deferred underwriting fee and an $800,000 sponsor loan, leaving a shareholders’ deficit of $7.0 million.

For the quarter, the company generated net income of $357,544, and $598,000 for the six months, driven by $1.58 million of interest on trust assets, partially offset by rising formation and operating costs of $986,584. As of June 30, 2026, there were 8,625,000 Class A shares subject to redemption at about $10.54 per share.

The SPAC has a working capital deficit of $2.76 million and discloses that mandatory liquidation if no business combination is completed within its "completion window" raises substantial doubt about its ability to continue as a going concern. Shareholders approved an extension of the deadline and, on August 12, 2026, redeemed 7,475,610 public shares for roughly $79.1 million, leaving about $12.2 million in the Trust Account and 4,433,765 ordinary shares outstanding while the company seeks to close its proposed business combination with GOWell Technology Limited.

Glazer Capital, LLC and Paul J. Glazer report beneficial ownership of Class A Ordinary Shares of Inflection Point Acquisition Corp. V. They report beneficial ownership of 658,790 Class A Ordinary Shares, representing 6.03% of the outstanding class.

The shares are held by certain funds and managed accounts for which Glazer Capital acts as investment manager, including Glazer Capital Enhanced Master Fund, Ltd., which has the right to receive or direct the receipt of proceeds from the sale of more than 5% of the outstanding Class A Ordinary Shares. Voting and dispositive power over all reported shares is shared, with no sole voting or dispositive power reported.

Inflection Point Acquisition Corp. V obtained shareholder approval to amend its memorandum and articles of association to extend the deadline to consummate an initial business combination from August 14, 2026 to August 31, 2026, with the board permitted to grant up to four additional one‑month extensions to December 31, 2026.

At the extraordinary general meeting, holders of 9,169,790 ordinary shares were present, and the Extension Amendment Proposal passed with 7,674,326 votes for and 1,495,464 against. In connection with the meeting, shareholders redeemed 7,475,610 Class A shares for approximately $10.59 per share from the Trust Account, leaving about $12,166,471 in cash in the Trust Account. After these redemptions, total shares outstanding were 4,433,765, consisting of 3,443,765 Class A shares and 990,000 Class B shares.

Mizuho Financial Group, Inc., as a parent holding company, reports beneficial ownership of common shares of Inflection Point Acquisition Corp. V. The reported position covers 616,586 common shares, representing 5.6% of this class of securities as of the reporting date.

Mizuho is reported to have sole voting power and sole dispositive power over 616,586 shares, with no shared voting or dispositive power. The filing states that Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed indirect beneficial owners of these equity securities, which are directly held by their wholly owned subsidiary, Mizuho Securities USA LLC. The reporting person certifies that the foreign regulatory scheme applicable to the parent holding company is substantially comparable to the U.S. regulatory scheme for functionally equivalent institutions.

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.