Maywood Sponsor converts founder shares; Inflection Point gains board influence

Rhea-AI Filing Summary

Maywood Sponsor LLC amended its Schedule 13D to report a securities transfer and conversion related to Maywood Acquisition Corp. Pursuant to a September 8, 2025 transfer agreement, the Sponsor sold 990,000 Class B ordinary shares to Inflection Point Fund I LP for an aggregate purchase price of $1,300,000. Effective September 9, 2025, the Sponsor converted the remaining 2,028,750 Class B ordinary shares into Class A ordinary shares on a one-for-one basis.

After these transactions the Sponsor beneficially holds 2,153,750 ordinary shares, representing 15.5% of the issuer's Class A ordinary shares based on 13,938,125 outstanding. The Sponsor agreed to cause current officers and directors (other than CFO Zikang Wu) to resign and to have new officers and directors appointed by Inflection Point Fund I LP; the Sponsor also agreed to vote retained shares in favor of the proposed business combination and related proposals.

Positive

• Raised $1,300,000 from the sale of 990,000 Class B ordinary shares to Inflection Point Fund I LP.
• Sponsor retains significant stake with 2,153,750 ordinary shares (15.5%) after conversion, preserving meaningful alignment with future outcomes.
• Voting support pledged by the Sponsor for the business combination and related proposals, which may facilitate shareholder approvals.

Negative

• Governance control transferred in practice to Inflection Point Fund I LP through agreed resignations and appointments of officers and directors (except the CFO).
• Material change in management composition effective at closing or upon election, increasing near-term uncertainty about strategic direction.

Insights

M&A Specialist

TL;DR: Sponsor sold founder shares and converted the remainder, enabling Inflection Point to acquire influence ahead of the business combination.

The transfer of 990,000 Class B shares for $1.3 million and the one-for-one conversion of 2,028,750 Class B shares into Class A shares materially reconfigures the Sponsor's ownership profile. The agreement to have existing officers and most directors resign and to appoint designees of Inflection Point Fund I LP is a clear step toward aligning corporate governance with the buyer's objectives prior to the business combination. The Sponsor's commitment to vote retained securities in favor of the business combination reduces shareholder uncertainty around approval votes.

Corporate Governance Expert

TL;DR: Governance control is shifting to Inflection Point via director and officer replacements tied to the transfer agreement.

The filing documents explicit governance changes: the Sponsor will cause resignations of existing officers and directors (except CFO Zikang Wu) and permit appointment of Inflection Point designees, effective upon election or expiration of waiting periods. This is a material governance event because it changes who controls board nominations and management execution during a critical transaction window. The Sponsor also granted voting support obligations for the retained securities, strengthening the buyer's ability to secure required approvals.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Maywood Acquisition Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G6001J107

(CUSIP Number)

Zikang Wu
418 Broadway, #6441
Albany, NY, 12207
718-974-6945

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/09/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G6001J107

1

Name of reporting person

Maywood Sponsor LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,153,750.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,153,750.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,153,750.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on 13,938,125 of the Issuer's Class A ordinary shares outstanding as of the date of this Schedule 13D/A. Excludes 25,000 Class A ordinary shares issuable upon conversion of 125,000 rights held by the reporting person, with each right representing the right to receive one-fifth of one Class A ordinary share upon the consummation of the Issuer's initial business combination, which are not deemed convertible within 60 days.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value $0.0001 per share
(b)	Name of Issuer: Maywood Acquisition Corp.
(c)	Address of Issuer's Principal Executive Offices: GENESIS BUILDING, 5TH FLOOR, GENESIS CLOSE PO BOX 446, CAYMAN ISLANDS, CAYMAN ISLANDS , KY1-1106.
Item 2.	Identity and Background
(a)	Maywood Sponsor LLC.
(b)	c/o Maywood Acquisition Corp, 418 Broadway, #6441, Albany, NY 12207.
(c)	Maywood Sponsor LLC is a private investor.
(d)	Sponsor has not, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(e)	During the past five years, Sponsor has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(f)	Sponsor is a Delaware limited liability company.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby supplemented by adding the following to the end of such Item: Pursuant to the Securities Transfer Agreement, on September 8, 2025, Sponsor sold to Inflection Point Fund I LP, 990,000 shares of the Sponsor's Class B ordinary shares, par value $0.0001 per share of Maywood Acquisition Corp., each of which is convertible into one Class A ordinary share, par value $0.0001 per share, on a one-for-one basis, for an aggregate purchase price of $1,300,000. Effective as of September 9, 2025, the Sponsor converted the remaining 2,028,750 Class B ordinary shares (the "Retained Shares") into Class A Ordinary Shares on a one-for-one basis. Additionally, pursuant to the Securities Transfer Agreement, the Sponsor shall cause of Maywood Acquisition Corp's current officers and board directors to resign effective as of the closing date and new officers and board directors shall be appointed by Inflection Point Fund I LP. As of the date of this Schedule 13D/A, except as set forth in this Schedule 13D/A above, Sponsor does not have any plans or proposals which would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which ay impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those actions enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: As of the date hereof, the Sponsor beneficially held 2,153,750 ordinary shares, or 15.5% of the Issuer's outstanding ordinary shares.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby supplemented by adding the following to the end of such Item: Sponsor is party to a Securities Transfer Agreement, dated September 8, 2025, by and among the Sponsor and Inflection Point Fund I LP (the "Transfer Agreement'). Pursuant to the Transfer Agreement, Sponsor agreed, among other things, to sell to Inflection Point Fund I LP 990,000 of the Sponsor's Class B ordinary shares of Maywood Acquisition Corp. for an aggregate purchase price of $1,300,000. Additionally, the Parties acknowledge that, after the sale and purchase, Sponsor will retain 2,028,750 Class A Shares (the "Retained Founder Shares") and 125,000 Private Placement Units (the "Retained Private Units" and together with the Retained Founder Shares, the "Retained Securities"). Sponsor shall vote the Retained Founder Shares and all Class A Shares underlying the Retained Private Units in favor of the Business Combination and the other proposals submitted by Maywood Acquisition Corp. to its shareholders in connection therewith, and in favor of any amendment to the Articles to extend the time in which Maywood Acquisition Corp. has to complete the business combination. In connection with Maywood Acquisition Corp. initial business combination, Sponsor shall enter into any voting support agreement, lock-up agreement, or other similar agreement that Inflection Point Fund 1 LP enters into; provided, however, that the Sponsor shall not be required to enter into any such agreement that subjects the Retained Securities to any vesting or other earnout condition whereby such securities may be forfeited by the Sponsor. If Sponsor fails to comply with the foregoing agreements, Sponsor hereby irrevocably appoints Inflection Point Fund 1 LP as its attorney in fact to execute and deliver any and all agreements and instruments reasonably necessary to effectuate such voting support or lock-up agreements. Immediately prior to the closing of the transactions contemplated by the Transfer Agreement, the Company's existing officers, other than Zikang Wu solely in his capacity of Chief Financial Officer, were replaced with certain persons designated by Inflection Point Fund I LP and all of the Company's existing directors, other than Zikang Wu, were replaced with certain persons designated by Inflection Point Fund I LP (such persons, the "New Directors"), effective on the earlier of (x) the election by the holders of the Company's Class B ordinary shares of such New Directors and (y) the expiration of all applicable waiting periods under Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 thereunder.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Maywood Sponsor LLC

Signature:	/s/ Zikang Wu
Name/Title:	Zikang Wu, Authorized Signatory
Date:	09/12/2025

FAQ

What did Maywood Sponsor LLC sell and for how much?

The Sponsor sold 990,000 Class B ordinary shares to Inflection Point Fund I LP for an aggregate purchase price of $1,300,000.

How many shares does the Sponsor beneficially hold after the transactions (MAYAU)?

As of the filing date the Sponsor beneficially holds 2,153,750 ordinary shares, representing 15.5% of the issuer's outstanding Class A ordinary shares.

Did the Sponsor convert any shares?

Yes. Effective September 9, 2025, the Sponsor converted 2,028,750 Class B ordinary shares into Class A ordinary shares on a one-for-one basis.

Were there changes to officers or the board reported in the filing?

Yes. The Sponsor agreed to cause the Company's existing officers and directors (other than CFO Zikang Wu) to resign and to have new officers and directors appointed by Inflection Point Fund I LP.

Will the Sponsor vote its retained shares on the business combination?

Yes. The Sponsor agreed to vote the Retained Founder Shares and Class A shares underlying the Retained Private Units in favor of the business combination and related proposals.