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Item 5. Market for Registrant’s Common Equity

2026-03-24 compared with 2025-04-15 · 60 added, 27 removed, 3 unchanged (97% of the section changed)

Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our Class A Ordinary Shares, Rights and units are listed on the Nasdaq Stock Market LLC under the symbols “MAYA”, “MAYAR and” “MAYAU,” respectively.

As of March 31, 2025, there were 4 holders of record of our units, 1holder of record of our Class A Ordinary Shares, 1 holder of record of our Class B Ordinary Shares and 1 holder of record of our Rights.

We believe we have in excess of 300 beneficial holders of our securities.

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.

Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination.

The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law.

Recent Sales of Unregistered Securities;

Class A Ordinary Shares, Rights and Units are listed on the Nasdaq Stock Market LLC under the symbols “IPEX”, “IPEXR

and” “IPEXU,” respectively.

of December 31, 2025, there were four holders of record of our units, two holders of record of our Class A Ordinary Shares, one holder

of record of our Class B Ordinary Shares and one holder of record of our Rights.

We believe we have in excess of 300 beneficial holders

of our securities.

have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our

initial business combination.

Further, if we incur any indebtedness in connection with our initial business combination, our ability

to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

The payment of cash dividends in

the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent

to completion of our initial business combination.

The payment of any cash dividends subsequent to our initial business combination will

be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium

(subject to solvency requirements) as permitted under Cayman Islands law.

Sales of Unregistered Securities;

Use of Proceeds from Registered Securities

On June 1, 2024, Maywood Sponsor, LLC paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in exchange for 8,050,000 Class B ordinary shares.

Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On December 19, 2024, the Sponsor forfeited an aggregate of 5,031,250 Class B ordinary shares for no consideration, resulting in there being an aggregate of 3,018,750 Class B ordinary shares outstanding.

On February 14, 2025, the Company consummated its IPO of 8,625,000 Units, including 1,125,000 Units subject to the underwriters’ over-allotment option.

Each Unit consists of one Class A Ordinary Share and one Right, each Right entitling the holder thereof to receive one-fifth of one Class A Ordinary Share upon the completion of the Company’s initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000.

Cohen & Company Capital Markets, a division of J.V.B.

Financial Group, LLC, acted as the lead book-running manager for the offering and Seaport Global Securities acted as joint-book-runner for the offering.

The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No.

The Securities and Exchange Commission declared the registration statement effective on February 12, 025.

Simultaneously with the consummation of the IPO, the Company 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 Sponsor and the underwriters in the IPO.

June 1, 2024, Maywood Sponsor, LLC paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in exchange

for 8,050,000 Class B Ordinary Shares.

Such securities were issued in connection with our organization pursuant to the exemption from

registration contained in Section 4(a)(2) of the Securities Act.

On December 19, 2024, the Sponsor forfeited an aggregate of 5,031,250

Class B Ordinary Shares for no consideration, resulting in there being an aggregate of 3,018,750 Class B Ordinary Shares outstanding.

& Company Capital Markets, a division of J.V.B.

Financial Group, LLC, acted as the lead book-running manager for the IPO and Seaport

Global Securities acted as joint-book-runner for the IPO.

The securities in the offering were registered under the Securities Act on

a registration statement on Form S-1 (No.

The Securities and Exchange Commission declared the registration statement effective

on February 12, 2025.

Simultaneously

with the consummation of the IPO, the Company 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 Sponsor and the

underwriters in the IPO.

The Private Placement Units are identical to the Units sold in the IPO, subject to certain exceptions.

The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units (or underlying securities), subject to certain customary exceptions, until 30 days after the completion of the Company’s initial business combination.

The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

An aggregate of $86,250,000 has been deposited in the Trust Account established with Continental Stock Transfer & Trust Company acting as trustee in connection with the Initial Public Offering.

Transaction costs amounted to $5,974,093, consisting of $2,156,250 of cash underwriting fees, $3,450,000 of deferred underwriting commission and $367,789 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.

Not applicable.

The purchasers

of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units (or underlying securities),

subject to certain customary exceptions, until 30 days after the completion of the Company’s initial business combination.

issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

aggregate of $86,250,000 has been deposited in the Trust Account established with Continental Stock Transfer & Trust Company acting

as trustee in connection with the Initial Public Offering.

September 9, 2025, pursuant to the Securities Transfer Agreement, the Prior Sponsor converted the 2,028,750 Class B Ordinary Shares retained

by it after the Sponsor Transfer Transaction on a one-for-one basis into Class A Ordinary Shares pursuant to the terms of the Class B

Ordinary Shares in reliance on Section 3(a)(9) of the Securities Act.

underwriting discounts or commissions were paid with respect to such sales.

February 12, 2025, our registration statement on Form S-1 (File No.

333-284082) was declared effective by the SEC for our IPO.

14, 2025, the Company consummated its IPO of 8,625,000 Units, including 1,125,000 Units subject to the underwriters’ over-allotment

Each Unit consists of one Class A Ordinary Share and one Right, each Right entitling the holder thereof to receive one-fifth

of one Class A Ordinary Share upon the completion of the Company’s initial business combination.

The Units were sold at an offering

price of $10.00 per Unit, generating gross proceeds of $86,250,000.

costs amounted to $5,974,093, consisting of $2,156,250 of cash underwriting fees, $3,450,000 of deferred underwriting fees payable upon

the consummation of our initial business combination, and $367,789 of other offering costs.

the net proceeds from the IPO, Private Placement, and Sponsor Loan, $86,250,000 was deposited into the Trust Account.

There has been

no material change in the planned use of proceeds from our IPO as described in our final prospectus dated February 12, 2025, which was

filed with the SEC.

of December 31, 2025, after giving effect to our IPO and our operations subsequent thereto, approximately $89,330,468.24 was held in

the Trust Account, $25,745 in our operating bank account and a working capital deficit of $2,079,709.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity