Inflection Point Acquisition Corp. V 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes related thereto which are included in “Item 8. Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K. Overview Inflection Point Acquisition Corp. V (f/k/a Maywood Acquisition Corp., the “Company”) is a blank check company incorporated on May 31, 2024 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. On November 19, 2025, the company changed the name from Maywood Acquisition Corp. to Inflection Point Acquisition Corp. V. As of December 31, 2025, we had not yet commenced operations. All activity since inception through December 31, 2025, relates to our formation, the IPO, and the identification and evaluation of prospective target businesses for an initial business combination. We will not generate any operating revenues until the completion of an initial business combination. We generate non-operating income in the form of interest earned on the funds held in the Trust Account. We have selected December 31 as its fiscal year end. On September 9, 2025, the Prior Sponsor entered into a Securities Transfer Agreement with the New Sponsor, pursuant to which the Prior Sponsor sold 990,000 Class B ordinary shares and assigned the Sponsor Loan (as defined below) to the New Sponsor for an aggregate purchase price of $1,300,000 and assigned the Sponsor Loan to the New Sponsor for $500,000, for an aggregate purchase price of $1,800,000. Pursuant to the terms of the Transfer Agreement, the Prior Sponsor converted its remaining 2,028,750 Class B Ordinary Shares into Class A Ordinary Shares and agreed to vote and restrict transfer of its retained securities in support of the Company’s initial business combination and related matters. Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into an Indemnification Agreement with the New Sponsor. Pursuant to the Indemnification Agreement, the Company agreed to indemnify and hold harmless the New Sponsor and its affiliates, officers, directors, and related parties against certain claims and losses arising from the Company’s operations, business combination activities, or the New Sponsor’s ownership of the Company’s equity interests, except for claims resulting primarily from the New Sponsor’s breach of another agreement with the Company or from its willful misconduct, gross negligence, or bad faith. Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into a termination agreement, pursuant to which the Company terminated the Administrative Services Agreement with the Prior Sponsor, dated February 12, 2025, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder as of the September 9, 2025. On September 9, 2025, in connection with the Sponsor Transfer Transaction, the Prior Sponsor delivered to the new Sponsor resignation letters from all of the Company’s officers and directors other than Zikang Wu, the Company’s Chairman, Chief Executive Officer, and Chief Financial Officer. Pursuant to such resignations and the vote of the holder of the Company’s Class B ordinary shares, effective September 11, 2025, the Company’s board of directors consists of Zikang Wu, Michael Blitzer, William Denkin and Steven Tannenbaum and Michael Blitzer was appointed as Chairman of the Board and Chief Executive Officer, and Kevin Shannon was appointed as Chief Operating Officer. Additionally, the Company, the Prior Sponsor, the New Sponsor, and the current and former officers and directors entered into an amended and restated letter agreement to reflect the change in management of the Company. 42 On October 13, 2025, the Company, GOWell Technology Limited, GOWell Energy Technology, and IPCV Merger Sub Limited entered into a Business Combination Agreement pursuant to which the Company will merge with and into PubCo, with PubCo continuing as the surviving entity, and, thereafter, Merger Sub will merge with and into GOWell, with GOWell continuing as a wholly owned subsidiary of PubCo. The Business Combination Agreement and related agreements are further described in the Company’s Current Report on Form 8-K filed with the SEC on October 14, 2025. Other than as specifically discussed, this Quarterly Report does not assume the closing of the Proposed Business Combination or the transactions contemplated by the Business Combination Agreement. On October 27, 2025, the Company filed a definitive proxy statement seeking shareholder approval of a change of the Company’s name from “Maywood Acquisition Corp.” to “Inflection Point Acquisition Corp. V” and a corresponding amendment and restatement of the Articles. The purpose of such proposals is to reflect that, following the consummation of the Sponsor Transfer Transaction, the Company is now led and backed by the management team of Inflection Point Asset Management. On November 19, 2025, the Company held an extraordinary general meeting. At the Extraordinary General Meeting, the Company’s shareholders approved (i) a proposal to change the name of the Company from “Maywood Acquisition Corp.” to “Inflection Point Acquisition Corp. V” and (ii) a proposal that the Company’s third amended and restated memorandum and articles of association 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. Each of the proposals was described in additional detail in the Company’s definitive proxy statement, dated October 27, 2025. In connection with such name change, the Company’s Class A Ordinary Shares, Units, and Rights began trading under the symbols “IPEX”, “IPEXU” and “IPEXR”, respectively, beginning on November 25, 2025. The CUSIP numbers of the Company’s securities did not change as a result of the name change. Initial Public Offering and Private Placement Our registration statement for the IPO was declared effective on February 12, 2025. On February 14, 2025, we consummated the IPO of 8,625,000 Units, including 1,125,000 Units issued pursuant to the full exercise of the Representatives’ over-allotment option, at a price of $10.00 per Unit, generating gross proceeds of $86,250,000. Each Unit consists of one Class A Ordinary Share and one Right. Simultaneously with the closing of the IPO, we completed a private placement of 265,625 Private Placement Units to the Prior Sponsor and Representatives at a price of $10.00 per Unit, generating gross proceeds of $2,656,250. Additionally, the Prior Sponsor provided a non-interest bearing loan of $500,000 pursuant to a promissory note, which was assigned to the New Sponsor in the Sponsor Transfer Transaction. A total of $86,250,000, comprised of proceeds from the IPO, a portion of the Private Placement, and the Sponsor Loan, was deposited into a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. These funds will be used to fund redemptions of Public Shares upon the completion of a business combination or liquidation if a business combination is not completed within the required timeframe. The remaining proceeds are held outside the Trust Account and are available to fund working capital needs. Going Concern Consideration As of December 31, 2025, the Company had $25,745 in its operating bank account and a working capital deficit of $2,079,709. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a business combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 14, 2026, to consummate a business combination. It is uncertain whether the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to consummate the Proposed Business Combination prior to August 14, 2026. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 14, 2026. 43 Results of Operations For the year ended December 31, 2025, we had a net income of $396,872, which consists interest earned on marketable securities held in the Trust Account of $3,089,290, interest income of $12,369, and forgiveness of debt of $12,502, offset by operating costs of $2,717,289. For the period from May 31, 2024 (inception) to December 31, 2024, the Company incurred a net loss of $7,712, primarily consisting of formation and audit-related expenses. Contractual Obligations Administrative Services Agreement On February 14, 2025, we entered into an agreement to pay the Prior Sponsor a monthly fee of $1,667 for office space and administrative support services. On September 9, 2025, in connection with the Sponsor Transfer Transaction, we entered into a termination agreement, pursuant to which we terminated the Administrative Services Agreement, dated February 12, 2025, with the Prior Sponsor, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder as of the September 9, 2025. Based on the termination of Administrative Services Agreement, no further administrative fees will accrue, and for the year ended December 31, 2025, $12,502 was recorded as forgiveness of debt in the accompanying consolidated statement of operations. Sponsor Loan In connection with the IPO, the Prior Sponsor loaned $500,000 to the Company under a non-interest bearing, non-convertible promissory note. The Sponsor Loan is expected to be repaid upon the consummation of the Company’s initial business combination. The Sponsor Loan is not convertible into any securities of the Company. In the event the Company does not complete a business combination, the Sponsor Loan will only be repaid using funds held outside of the Trust Account. On September 9, 2025, pursuant to the Transfer Agreement, the Prior Sponsor sold and assigned the Sponsor Loan to the New Sponsor. The New Sponsor has waived any claim to repayment from the Trust Account with respect to the Sponsor Loan in the event that an initial business combination is not completed. Deferred Underwriting Fee The underwriters are entitled to a deferred fee of $3,450,000, which will only become payable upon the successful completion of a business combination. Critical Accounting Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could materially differ from those estimates. As of December 31, 2025, we did not have any critical accounting estimates to be disclosed. Recent Accounting Standards In November 2024, the FASB issued ASU Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the consolidated financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. 44 Item 8. Financial Statements and Supplementary Data This information appears following Item 15 of this Report and is included herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.