Inflection Point Acquisition Corp. V 10-K

Item 1. Business 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. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash. The Initial Public Offering On June 1, 2024, Maywood Sponsor LLC (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 Class B ordinary shares, par value $0.0001 per share (the “ Class B Ordinary Shares ” or the “ 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 Class A Ordinary Shares if the Representatives’ (as defined below) over-allotment option was exercised in full, and therefore that such Founder Shares would represent approximately 26% of the issued and outstanding shares after the IPO. As such, up to 393,750 Founder Shares were subject to surrender and forfeiture depending on the extent to which the Representatives’ (as defined below) over-allotment option, as discussed in further detail below, was exercised. On February 14, 2025, the Company consummated its initial public offering (the “ Initial Public Offering ” or “ IPO ”) of 8,625,000 Units (“ Units ”), including 1,125,000 Units subject to the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “ Class A Ordinary Shares ”, and the Class A ordinary shares sold as part of the IPO, the “ Public Shares ”, and the holders of the Public Shares, the “ Public Shareholders ”) 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 “ Rights ”, and the Rights sold as part of the IPO, the “ Public Rights ”). 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, pursuant to the purchase agreements entered into with each of (i) the Prior Sponsor and (ii) Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“ Cohen ”), and Seaport Global Securities LLC (“ Seaport ”, and together with Cohen, the “ Representatives ”, and the agreements, the “ Private Placement Units Purchase Agreement ”), the Company completed the private sale of 265,625 units at a purchase price of $10.00 per Unit to the Prior Sponsor and the Representatives (the “ Private Placement Units ”), generating gross proceeds of $2,656,250 in the aggregate. Such Private Placement Units are identical to the 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 us an aggregate of $500,000 as of the closing date of the IPO bearing no interest (the “ Sponsor Loan ”) pursuant to a promissory note dated February 12, 2025 (as amended, the “ Promissory Note ”). The proceeds of the Sponsor Loan were added to the trust account established in connection with the IPO (the “ Trust Account ”). As part of the Sponsor Transfer Transaction (as defined below), the Prior Sponsor assigned its rights and obligations under the Sponsor Loan to the New Sponsor (as defined below). On January 7, 2026, we and the New Sponsor entered into an amendment to the Promissory Note, as described in further detail below. 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 Stock Transfer & Trust Company (“ 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 of 1940, as amended (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 Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company 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 our Articles (as defined below) to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to the Articles 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. 1 The Sponsor Transfer Transaction On September 9, 2025, the Prior Sponsor entered into a securities transfer agreement (the “ Securities Transfer Agreement ” and the transactions contemplated thereunder, the “ Sponsor Transfer Transaction ”) with Inflection Point Fund I LP (the “ New Sponsor ,” together with the Prior Sponsor, the “ Sponsors ”), pursuant to which, on September 9, 2025, the Prior Sponsor sold, and the New Sponsor purchased, an aggregate of 990,000 Founder Shares for an aggregate purchase price of $1,300,000, or at a per-share price of $1.31. 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 Class A Ordinary Shares (the “ Retained Shares ”). Also pursuant to the Securities Transfer Agreement, the Prior Sponsor assigned its rights and obligations under the Sponsor Loan to the New Sponsor for a purchase price of $500,000. In connection with the Securities Transfer Agreement, the Company entered into a termination agreement (the “ Administrative Services Termination Agreement ”) with the Prior Sponsor, pursuant to which the Company terminated the Administrative Services Agreement, dated February 12, 2025 (the “ Administrative Services Agreement ”), and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder as of the date of the Sponsor Transfer Transaction. In connection with the Sponsor Transfer Transaction, the Prior Sponsor delivered executed resignation letters of each of the Company’s officers and directors (other than Zikang Wu, the Company’s Chairman, Chief Executive Officer and Chief Financial Officer) to the New Sponsor. As a result and pursuant to the resignation letters, the Company’s existing officers and directors, other than Zikang Wu (in his capacities as Chief Financial Officer and director), were replaced with the persons indicated in “ Item 10. Directors and Executive Officers of the Registrant ” of this Annual Report. In connection with the appointments of the new officers and directors, the Company and each of the new officers and directors entered into a new form of Indemnification Agreement, a joinder to the Registration Rights Agreement entered into in connection with the IPO, originally dated February 12, 2025, and the A&R Letter Agreement (as defined below), and the New Sponsor entered into the Sponsor Indemnification Agreement (as defined below). For more information on the Sponsor Transfer Transaction, See “ Item 13. Certain Relationships and Related Transactions, and Director Independence ”. Proposed Business Combination with GOWell On October 13, 2025, we entered into the Business Combination Agreement with GOWell Technology Limited, a Cayman Islands exempted company (“ 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 the Company (“ Merger Sub ”) (as amended on December 22, 2205, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “ Business Combination Agreement ”, and the transactions contemplated thereby, the “ Proposed Business Combination ”). Pursuant to the Business Combination Agreement, the following will occur: (a) the Company will merge with and into PubCo, as a result of which the separate corporate existence of the Company will cease and PubCo will continue as the surviving company (the “ First Merger ”), 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 ”). GOWell Technology Limited is an international company that 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 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 oil service companies and operators in the energy sector. Headquartered in Singapore, GOWell has a global manufacturing and procurement network, with regional hubs in the United States and UAE in addition to regional operations that cover more than 50 countries. The closing of the Proposed 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 on the Proposed Business Combination, see the Company’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on October 14, 2025. Name Change Extraordinary General Meeting On November 19, 2025, we held an extraordinary general meeting to approve (i) a proposal to change the name 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, our “ 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 Name Change Proposal was proposed to reflect that 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 our shareholders. 2 Amendment to Sponsor Loan On January 7, 2026, we and the 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 us for working capital (the “ Amendment to the Sponsor Loan ”). The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $500,000 loan, only upon the closing of our initial business combination and, with respect to the additional $200,000 loan, upon the earlier of the closing of our initial business combination and its liquidation. We may not prepay the Promissory Note. For more information, see “— Item 13. Certain Relationships and Related Transactions, and Director Independence .” Business Combination Criteria At the time of our IPO, we identified several general criteria that we believed would be are important in evaluating prospective target businesses. In connection with the Proposed Business Combination, we utilized, and if we do not complete the Proposed Business Combination and instead seek to complete another initial business combination, we will utilize our experience and general criteria outlined below when evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these goals and criteria. Our criteria include: ● Substantial opportunity for growth following a business combination. Favorable sector and market dynamics including large unmet demand, which may drive organic growth with additional opportunities for add-on acquisitions. ● Leadership position . Defensible or disruptive niche, differentiated technology, competitive advantages. ● Track record of profitability . Long-term sustainable cash flows from competitive advantages. ● Public company readiness . Proven public-ready management team, corporate governance, and reporting policies. ● Strong & qualified management team . Teams with proven track records of driving revenue and value creation for shareholders. ● Initial enterprise value . Enterprise value of between $200 million — $2 billion with readiness to grow. ● Revenues . Revenues of between $50 million — $500 million. The criteria mentioned above are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria as well as other considerations and factors that our management team may deem relevant. We expect that our management team will engage with their network of relationships to articulate our initial business combination criteria and initiate a disciplined and thorough process of pursuing and evaluating prospective target businesses. In evaluating GOWell as a target business we conducted, and if we do not complete the Proposed Business Combination and instead seek to complete another initial business combination, in evaluating such other prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing financial and other information that will be made available to us. Sourcing of Potential Target Business As described above, we intend to complete the Proposed Business Combination with GOWell. However, if we do not complete the Proposed Business Combination and instead seek another initial business combination, we believe that the operational and transactional experience of our management team, combined with their global network of contacts, will provide us with a number of potential target businesses to evaluate. We anticipate that potential target businesses will be brought to our attention by various sources within their network, including industry participants, private equity funds, investment banks and business enterprises seeking to divest non-core assets or divisions. We are not restricted from pursuing an initial business combination with a target business affiliated with our Sponsors or management team members, or making the acquisition through a joint venture or other shared ownership structure. If we seek to complete our initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or a firm that commonly renders valuation opinions regarding the fairness of the transaction from a financial perspective. The Proposed Business Combination is not a transaction with a company that is affiliated with our Sponsors, or any of our officers or directors. 3 Our directors and officers may have fiduciary or contractual obligations to other entities, which could require them to present acquisition opportunities to such entities before us. Nevertheless, given our management team’s network and sourcing capabilities, we believe these obligations will not materially undermine our ability to complete an initial business combination. Effecting Our Initial Business Combination We are not presently engaged in any business operation and we will not engage in any business operations for an indefinite period of time. We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the private placement of the Private Placement Units, the proceeds of the sale of our securities in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the IPO or otherwise), securities issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. Nasdaq 80% Fair Value Test Nasdaq rules require that we must complete 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) on the date of the execution of a definitive agreement for such business combination. In connection with the Proposed Business Combination, our board of directors determined that the value of GOWell exceeded such 80% test on the date that the Business Combination Agreement was executed. If we pursue an alternate target, then our board of directors will make the determination as to the fair market value of our initial business combination. In the event that we seek to complete our initial business combination with a company that is affiliated with our Sponsors, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions or from an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. The Proposed Business Combination contemplates our Company merging with and into a newly formed holding company, followed by a merger subsidiary of such holding company merging with and into GOWell, resulting in the holding company acquiring 100% of the equity interests of GOWell. If we do not consummate the Proposed Business Combination and instead pursue an alternate initial business combination, we anticipate structuring our initial business combination so that the post-transaction company in which our Public Shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our 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 we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% fair market value test described above. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. Members of our management team will directly or indirectly own Founder Shares and/or Private Placement Units and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our Sponsors, executive officers and directors (directly or indirectly) paid for the Founder Shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders. If we are unable to complete our initial business combination within the completion window, the Founder Shares and Private Placement Units may be worthless, except to the extent they receive liquidating distributions from assets outside the Trust Account, which could create an incentive for our Sponsors, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 4 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. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by 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 will materially affect our ability to complete our initial business combination. In addition, our Sponsors and our officers and directors have sponsored and 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. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Potential Purchases of Public Shares At any time prior to an extraordinary general meeting to approve an initial business combination, during a period when they are not then aware of any material nonpublic information regarding the Company or its securities, the Sponsors or our 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 our securities, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsors or our 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 shareholder approval of the initial business combination, (2) reduce the amount of redemptions of Public Shares, 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 our 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 or the Company’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares or Public 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 Annual Report discloses the possibility that the Sponsors or our directors, managers, officers, advisors and their affiliates may purchase Public Shares or Public Rights from Public Shareholders outside the redemption process, along with the purpose of such purchases; 5 ● if the Sponsors or our 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 price at which Public Shares may be redeemed; ● any of our securities purchased by the Sponsors or our directors, managers, officers, advisors and their affiliates will not be voted in favor of the initial business combination; ● the Sponsors or our 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 extraordinary general meeting, the following material items: ○ the amount of securities purchased outside of the redemption offer by the Sponsors or the Company’s, the Company’s, or the target business’ directors, managers, officers, advisors and their affiliates, along with the purchase price; ○ the purpose of the purchases by the Sponsors or the Company’s, the Company’s, or the target business’ directors, managers, officers, advisors and their affiliates; ○ the impact, if any, of the purchases by the Sponsors or our directors, managers, officers, advisors and their affiliates on the likelihood that the initial business combination will be approved; ○ the identities of the security holders who sold to the Sponsors or the Company’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 Company’s, or the target business’ directors, managers, officers, advisors and their affiliates; and ○ the number of Public Shares for which the Company has received redemption requests pursuant to its redemption offer. Liquidation if No Business Combination The 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) (the “ completion window ”). If we have not completed our initial business combination within such time period and shareholders have not otherwise approved an amendment to the 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 board of directors, 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. In connection with the IPO, our Prior Sponsor and prior officers and directors entered into the Letter Agreement, dated February 12, 2025. In connection with the Sponsor Transfer Transaction, on September 9, 2025, our Sponsors, officers and directors 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 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 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. 6 We expect that all costs and expenses associated with implementing our plan of dissolution, will be paid using available borrowing capacity under the Promissory Note, as well as payments to any creditors, 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 Company 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 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 Company’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. 7 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 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 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 Articles, like all provisions of the Articles, may be amended with a shareholder vote. Redemption Rights for Public Shareholders upon Completion of our Initial Business Combination We will provide our Public Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of their Public Shares upon the completion of our initial business combination at 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 initial business combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account was initially $10.00 per Public Share as of immediately following our IPO. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our Sponsors, officers and directors have entered into the A&R Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, shares underlying the Private Placement Units and any Public Shares they may hold in connection with the completion of our initial business combination. Limitation on Redemption Upon Completion of our Initial Business Combination if We Seek Shareholder Approval If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our 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 seeking redemption rights with respect to Excess Shares without our prior consent. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsors or our management at a premium to the then-current market price or on other undesirable terms. Competition We have entered into the Business Combination Agreement with GOWell. If we do not consummate the Proposed Business Combination and instead pursue an alternative initial business combination opportunity, then in identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our issued and outstanding rights, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. 8 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. Periodic Reporting We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at www.sec.gov. In addition, the Company will provide copies of these documents without charge upon request from us in writing at 167 Madison Ave, Suite 205 #1017, New York, NY 10016 or by telephone at +1 (212) 476-6908. We are 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 Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time (the “ Companies Act ”). As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our 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 our 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 us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are 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 JOBS Act. As such, we are 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. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our 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. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. 9 Additionally, we are “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary Shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.